Buying out your business partner: three routes out of a shareholder conflict
A minority shareholder won her withdrawal claim in full, and still received nothing for her shares: the company by then had negative equity (ECLI:NL:RBGEL:2025:6927). That outcome captures the heart of nearly every buyout conflict: the battle is rarely about who is right and almost always about the price. Buying out a fellow shareholder can follow three routes: a negotiated settlement, and if that stalls the statutory routes of expulsion (to make the other leave) and withdrawal (to have yourself bought out).
Most cases end in a negotiated buyout
By far the most shareholder conflicts are resolved through a negotiated buyout, often in the shadow of a threatened procedure. The sticking point is then the price and the willingness to sign. Where a shareholders' agreement contains an exit mechanism, the court simply enforces it: in a Rotterdam case a sale for 1 euro had already been agreed between two 50% shareholders when the director became unfit for work for a prolonged period, and the provisional relief judge ruled that the judgment would replace the signature of the unwilling party (ECLI:NL:RBROT:2025:13995).
Even without such a clause a court can break the impasse. In an Amsterdam case two 50/50 parties had been deadlocked since January 2025; the provisional relief judge imposed an interim measure and ordered one party to cooperate within ten working days in a transfer at a provisional price of 320,000 euro, with the express caveat that the definitive valuation does not belong in preliminary relief proceedings (ECLI:NL:RBAMS:2025:8083).
If that fails: expulsion or withdrawal
If no solution emerges, there is the statutory dispute resolution. In an expulsion (Section 2:336 DCC) a shareholder demands that another transfer his shares, because that shareholder's conduct harms the interest of the company. In a withdrawal (Section 2:343 DCC) a shareholder instead demands to be bought out, because the others have harmed his rights or interests. The precise standards and the course of the procedure are set out in the guide to the statutory dispute resolution; what counts here is what it yields in practice.
Expulsion succeeds where the misconduct is concrete. In a case about a mental-health institution the minority shareholder was expelled after he failed to honour his indemnity obligation and, through a related company, even filed for the institution's bankruptcy (ECLI:NL:GHAMS:2026:1603). Withdrawal succeeds where the minority shareholder's position has been made untenable: a minority shareholder who lost all say after his dismissal as director was allowed to withdraw and was bought out for over 629,000 euro (ECLI:NL:RBAMS:2015:2801). Repeatedly ignoring meeting and information rights was already sufficient ground, even without proven financial mismanagement (ECLI:NL:RBGEL:2022:5344). That is the case from the introduction, in which the shareholder won her withdrawal.
What does it cost, and what sets the price
The heart of nearly every buyout case is the valuation. The court usually appoints an expert, chooses a valuation date and may apply an equitable increase where the other party's conduct has depressed the value. In a family business with four brothers the expert valued the shares by the discounted cash flow method at over 3 million euro, and the Enterprise Chamber refused an equitable increase for want of grounds (ECLI:NL:GHAMS:2021:1077). Where the shareholders' agreement contains a valuation clause, the court applies it directly and an expert is sometimes not even needed: in the mental-health case a clause of five times EBITDA, with a bad-leaver discount down to 20 per cent of the market value, produced a price of 47,692 euro. That application has a limit: where the clause would produce a manifestly unreasonable price, the Enterprise Chamber disregards it under Section 2:340(3) DCC. That happened in July 2026 in an employee buy-out, where a cap of two million euro held the price of an 18 per cent stake at roughly 593,817 euro against roughly 1,350,000 euro without the cap; cap and formula both fell away (ECLI:NL:GHAMS:2026:1963). Which method applies varies from case to case and often follows the shareholders' agreement. Alongside the common discounted cash flow method and the EBITDA multiple just mentioned, the profitability-value method also appears in the case law (ECLI:NL:GHAMS:2021:3744), where the difference from a DCF valuation turned out, incidentally, to be limited.
The sharpest practical point is that being right is not the same as being paid. That the shares in the case from the introduction yielded nothing was because the company by then had negative equity; the only actual payment was an equitable increase of 32,500 euro, after the court attributed half of the drop in value to the other party (ECLI:NL:RBGEL:2025:6927). The valuation date is no formality: conduct by the other party can erode the value between the conflict and the judgment, so that a later date depresses the price and an earlier one preserves it. Anyone buying out or being bought out therefore would do well to fix the valuation date and the valuation method early (ECLI:NL:RBNHO:2018:2970).
Faster since 2025: the route via the Enterprise Chamber
Since 1 January 2025 expulsion and withdrawal are handled in a concentrated way by the Enterprise Chamber and can be combined with an inquiry petition. That saves time: a single specialist court, a petition procedure instead of a writ of summons, and no more parallel tracks. Where a full withdrawal procedure under the old regime often dragged on for more than a year, an expulsion case at the Enterprise Chamber reached a conclusion in about two and a half months: at the hearing the parties reached agreement on the price of 220,000 euro and the remaining conditions (ECLI:NL:GHAMS:2026:884). The combination with an inquiry also makes possible a temporary director who keeps the company running while the parties disentangle (ECLI:NL:GHAMS:2025:2275).
Frequently asked questions
Can I force my fellow shareholder to leave?
Yes, through expulsion (Section 2:336 DCC), but the threshold is high. It requires that the other's conduct harms the interest of the company to such an extent that the continuation of his shareholding cannot be tolerated. A merely disturbed relationship is not enough; there must be concrete misconduct attributable to that shareholder.
What does it cost to buy out a shareholder?
The main component is the price of the shares, usually set by an expert on a valuation date and possibly increased by an equitable increase. Where the shareholders' agreement contains a valuation clause, that applies, unless applying it would produce a manifestly unreasonable price. On top of this the costs of the procedure and the expert's report add up; these are often divided between the parties.
How long does a buyout procedure take?
A negotiated settlement or a settlement at the hearing can be concluded within a few months. A full procedure with an expert's report on the value often takes more than a year in practice, sometimes several years. Since 2025 the route via the Enterprise Chamber is faster than before.
Cited case law
Court of appeal / Enterprise Chamber
- ECLI:NL:GHAMS:2026:884: expulsion, price (220,000 euro) agreed at the hearing, about two and a half months
- ECLI:NL:GHAMS:2026:1603: expulsion, contractual valuation clause and bad-leaver discount
- ECLI:NL:GHAMS:2026:1963: withdrawal, valuation clause disregarded in full for producing a manifestly unreasonable price
- ECLI:NL:GHAMS:2025:2275: inquiry and expulsion combined, temporary director
- ECLI:NL:GHAMS:2021:1077: valuation by discounted cash flow, equitable increase refused
- ECLI:NL:GHAMS:2021:3744: contractually prescribed profitability-value method, transfer at nil
District courts
- ECLI:NL:RBAMS:2015:2801: withdrawal granted, buyout of over 629,000 euro
- ECLI:NL:RBGEL:2022:5344 and ECLI:NL:RBGEL:2025:6927: withdrawal granted, price 0 euro plus equitable increase
- ECLI:NL:RBNHO:2018:2970: valuation date and equitable increase
- ECLI:NL:RBROT:2025:13995 and ECLI:NL:RBAMS:2025:8083: forced transfer in a deadlock in preliminary relief proceedings
See also
- Valuation clause disregarded on a forced shareholder exit: when the contractual price becomes a manifestly unreasonable price
- Expulsion and withdrawal: the statutory dispute resolution before the Enterprise Chamber: the procedure and the standards in detail
- Shareholder disputes: the broader overview
- 50/50 deadlock: provisional relief judge orders share transfer
- Buying out a partner in a partnership (VOF or maatschap): the other dynamic, without shares