Employees who become unable to work
Employees who are unable to work because of health reasons receive proper protection in the Netherlands. It is difficult to terminate an employment relationship with a sick employee during their first two years of incapacitation. Sick employees are entitled to continue receiving their salary. Employers can take out insurance to cover the costs associated with this, in case one of their employees falls ill. While the employee is incapacitated, both parties are subject to certain obligations regarding the employee’s reintegration into the workplace. Contact us if you have any questions about employees who are unable to work, such as the prohibition on termination of employment, continued payment of wages, insurance, reintegration and social security.
An employment contract must be drawn up for all employees, including new employees joining the company. The contract sets out all the terms of the employment relationship, for both the employer and the employee. In addition to a job description, its duration and the wages payable, the employment contract may also include a non-competition clause, a nondisclosure agreement, specify where the work needs to be carried out, and state whether the employer can amend the employment contract unilaterally. Citius Advocaten can provide advice on these types of questions. We can also advise you on employing staff from overseas (expats) or special terms for directors.
Terms of employment
As an employer, how do you draw up the terms of employment? And if you are an employee, how should you approach negotiations regarding the terms of employment? There are many options to consider: permanent or flexible employment contracts, bonus plans, contractual severance packages and so on. What differentiates directors, consultants or expats from ‘regular’ employees, for example? Citius Advocaten can also advise you on employment-related commercial contracts, such as service-provision agreements and management agreements.
Employees who reach an agreement with their employer that terminates their employment (or ‘settlement agreement’) are entitled to a statutory cooling-off period. The cooling-off period is 14 days and must be included in the agreement. During the cooling-off period, the employee can decide to reject the terms of the settlement agreement. The employee does not need to give a reason for this. If the employee changes his or her mind during the statutory 14-day cooling-off period, the employment contract remains applicable and the employee is still employed.
The basic principle is that management board members are not personally liable for any debts or other liabilities pertaining to the relevant legal entity. There are, however, certain situations in which a director can be held personally liable for the debts of a (bankrupt) legal entity. This applies in the case of culpable actions or mismanagement, which can include inadequate business administration, profiting unlawfully and/or placing the company in debt when the board member knows that those debts cannot be repaid. Citius Advocaten can provide advice regarding directors’ liability.
Non-competition clauses and non-solicitation clauses
A non-competition clause prohibits an employee from working for a competitor after the employment relationship has come to an end. A non-solicitation clause prohibits an employee from approaching business contacts, such as clients (or potential clients) of the employer. If an employee would be disproportionately disadvantaged by one of these clauses, the subdistrict court may be asked to amend or even to annul the relevant clause. Citius Advocaten can provide advice regarding non-competition and non-solicitation clauses.
In any workplace, disputes can arise between an employee and the employer, or between employees themselves. These can relate to the nature of the work, a demotion, a bonus that has not been paid or a personality clash. It is important to take the right steps in order to settle such disputes. Citius Advocaten can support both employees and employers in these situations.
Collective labour law
In addition to the employment contract between the employer and an individual employee, a collective agreement may also play an important role, such as a collective labour agreement (or ‘CAO’) or a terms of employment package. In major reorganisations, the Collective Redundancy Notification Act (WMCO) and social plan can often play a role, too. We can help you to draw up and/or explain the rules that are important in reorganisations and advise you on their consequences for the employment relationship.
Tax classification for self-employed persons
Clients, contractors and self-employed workers often want to make sure that their relationship is not classified as an employment relationship (which would require an employment contract), so that no income tax or insurance premiums are deducted from the payments made. Until 1 May 2016, the Declaration of Employment Relationship (VAR) provided this assurance. But on that date, the VAR was replaced by the Employment Relationship Assessment (DBA), and this new situation has led to many uncertainties. We can provide advice to both contractors and to self-employed persons regarding the risks of your relationship being classified as an employment relationship, and what you can do to mitigate those risks.
Cross-border employment law
Increasingly, employers and/or employees may not be located in the Netherlands, or the work they do is carried out (fully or partly) outside of the Netherlands. In such situations, the question is which country’s law applies to the employment relationship and what implications this has on the rules around redundancy. Citius Advocaten can advise both employees and employers on cross-border issues.
A whistle-blower is someone who exposes wrongdoing within a company. But to what extent are whistle-blowers entitled to protection from dismissal, for instance? Citius Advocaten can help employers to draw up rules within their organisation and advise employees in situations where they may be considered a whistle-blower.
Employee participation refers to employees’ right to have a say in decision-making within a company or organisation. Employees are entitled to take part in discussions regarding certain decisions through a works council, staff representation body or annual meeting. Depending on the number of employees in a company, there may be a legal obligation to establish a works council, and depending on the situation, a group works council or a central works council may also be set up. The Works Councils Act specifies the powers of these bodies. Citius Advocaten will be happy to provide you with advice on all your questions regarding employee participation.
In the event of a dispute in the workplace, it may be sensible to call in a mediator in order to arrive at a solution. Sometimes the employer will be obliged to arrange mediation, such as when a company doctor advises this. The goal of a mediator is not to decide who is right, but to ascertain whether a dispute can be resolved. The mediator is impartial. It is sensible to engage a lawyer for advice and assistance with mediation. Citius Advocaten has experience in supporting parties involved in mediation.
Termination of employment
If an employee does not consent to a termination of permanent employment, the employer must request permission from the UWV to terminate the relevant employment contract or ask the subdistrict court to terminate it. In the event of a reorganisation or the termination of employment due to long-term illness, the employer will need permission from the UWV to do this. In the case of a dismissal for personal reasons that relate to a specific employee, such as unsatisfactory performance or a break-down in the employment relationship, the employer will need to go to the subdistrict court. Under both routes, the employee has the right to present a defence. Citius Advocaten can assist both employers and employees in such proceedings.
Dismissal with immediate effect
In case of dismissal with immediate effect, the employment contract is terminated without any period of notice. This is only possible if there is an urgent reason for doing so, such as theft, fraud, assault, threatening behaviour, drunkenness or refusal to work. The dismissal and the reasons for it must be communicated immediately and set out in a dismissal letter as quickly and clearly as possible. Employees are entitled to initiate legal proceedings up to two months after the dismissal if they wish to contest it. Employers can also ask the subdistrict court to terminate the employment contract in case the dismissal with immediate effect is overturned. Citius Advocaten can support both employers and employees in situations involving dismissal with immediate effect.
There is a large body of law on pensions, which is complex and constantly changing. Pensions, including both the state pension and supplementary pensions, are an important aspect of the terms of employment. It is important for both employers and employees to know exactly what a pension plan entails and how certain circumstances and events may affect it. What happens to a pension if employment is terminated or the employee goes to work for another employer (pension break)? And what if the employee gets divorced or passes away? Citius Advocaten can advise you on all these matters.
Employers will always need to retain certain personal details regarding the employee as part of the employment relationship. Citius Advocaten can advise employers on how best to handle this, such as in the event of a request by the employee to access the information held on him or her. We can also verify whether your organisation is compliant with privacy legislation and help make sure that this is the case. This includes areas such as the data-processing register, the notification obligation regarding data breaches, the processing of special personal data, retention periods, privacy statements, employee protocols and mandatory processor agreements. Citius Advocaten can also advise employees on their privacy rights.
Businesses are constantly dealing with changing internal and external circumstances and this may sometimes necessitate a reorganisation. Citius Advocaten can help companies with this by, for example, drawing up a reorganisation plan, advising on formal consultations with the works council, drawing up a social plan, submitting documents to the UWV and communications with employees. Citius Advocaten can also represent the interests of employees during a reorganisation, such as by presenting an objection to the UWV.
Citius Advocaten can provide advice regarding both employer liability and employee liability. This may relate to damage or injury caused by unsafe situations in the workplace, the working environment, bullying at work, discrimination, theft and/or violent crimes. Citius Advocaten can also advise on the implementation of company policy to prevent damage or injury in the workplace.
Suspending an employee is a drastic measure. The basic legal principle in the Netherlands is that an employee has the right to do his or her work. Suspension is not a step that can be taken arbitrarily, therefore. Examples of situations in which suspension is possible include suspicions of fraud or theft, allegations of sexual harassment and/or a physical fight in the workplace. An ongoing investigation into an employee may also be a reason for a temporary suspension. The collective labour agreement may set out rules with regard to (the duration of) a suspension. During the suspension period, an investigation can be carried out into whether there are grounds for dismissal with immediate effect. It is very important to seek advice at an early stage in the event of a suspension. The wrongful suspension of an employee or – as an employee – the acceptance of a suspension, can have far-reaching consequences. Citius Advocaten can advise both employers and employees regarding suspension.
An employee is usually entitled to a transitional payment if the employer decides not to renew his or her employment contract. This is the case even if there is no procedure involving the district court or the UWV. The amount of this transition payment is determined as follows: every employee builds up the right to a transition payment from their first day of employment; this is one third of the monthly salary for each full year of employment. Employment contracts are regularly terminated using a settlement agreement, and the transition payment is part of that agreement. It is important that employees and employers receive sound advice in this regard. Citius Advocaten specialises in this area.
A claim for re-employment can arise if an employee has been suspended or their status has been changed to inactive. If an employee disagrees with this decision, he or she can request re-employment in court, so that they can resume their normal work as set out in the employment contract. Citius Advocaten can assist both employers and employees with questions regarding suspension or non-active active status, including advice and initiating legal proceedings.
If an employee is injured or becomes ill as a result of carrying out his or her work, the employer is liable if their duty of care has not been fulfilled, unless the employee has acted in a way that was knowingly reckless. There are far-reaching obligations on employers, who must ensure that they provide a safe working environment. But how far does an employer need to go with regard to their duty of care? The boundaries are not always clearly defined. For this reason, it is sensible to seek advice regarding the risk of employer liability. Citius Advocaten can help employers with this. We can also advise employees who have suffered damage during the course of their work.
An employee is only liable for damage caused if he or she has acted deliberately or in a knowingly reckless way. This is what the law says. However, exceptions to the detriment of the employee may be included in the employment contract, provided the employee is insured for this. Even so, a ‘minor error’ due to carelessness, for example, does not normally mean that the employee can be held liable. In assessing whether an employee has acted deliberately or knowingly recklessly, all the circumstances of the case need to be considered. Feel free to contact Citius Advocaten regarding liability issues concerning employees.
If an employee consents to the termination of his or her employment in response to a proposal from the employer, it will often be important to the employee that his or her right to unemployment benefits remain unaffected and that he or she has as much certainty as possible that unemployment benefit will be paid. Citius Advocaten can help employees to assess a settlement agreement to ensure that this is the case.
Employers (SMEs and multinationals)
Employers (SMEs and multinationals)
Directors, management boards, supervisory boards
Directors, management boards, supervisory boards
Disputes between shareholders can quickly lead to an impasse within a company. They can mean that decisions can no longer be taken (a stalemate or deadlock), leaving the company without a clear direction. A minority shareholder may also be side-lined. Citius Advocaten can provide advice on the legal position in the event of a dispute between shareholders. This can include support for mediation or procedures, such as an investigation procedure or a settlement procedure at the enterprise chamber of the district court.
The legal position of shareholders is governed by the Dutch Civil Code (BW). There will also be rules in the company's articles of association, often supplemented by the terms of a shareholders' agreement. These documents include terms relating to decision-making by the board, consultation rights, financial claims (dividends), the right to information, the obligation to offer shares, tag along, drag along, non-competition, bad leaver and good leaver or confidentiality. Citius Advocaten has extensive experience in the field of shareholder agreements.
The term liability is often used when one party feels that another party is obliged to pay compensation, for example because of an unlawful action or breach of contract. That party will then be held liable for the payment of compensation. Citius Advocaten can assess whether such liability is justified and put forward a defence on your behalf. We can also draw up a statement of liability for you and, if necessary, proceed to sue for that compensation in court.
Terms and Conditions
General terms and conditions are often referenced in contracts with other professional parties. General purchase conditions or sales conditions are used to incorporate a predefined set of standard provisions into a contract, and may relate to terms of payment, delivery, guarantees or liability (in the case of both B2B and B2C). However, in order for these general terms and conditions to be applicable, the correct ‘hand-over’ is required. A good set of general terms and conditions, including clear instructions for use, is very important for every professional entity. Do you need help to draft, check and apply your general terms and conditions, or to challenge the terms and conditions of the counterparty to a contract (‘battle of forms’)? Citius Advocaten will be happy to provide you with this support.
Seizure and foreclosure law
Recovering debts can be difficult. Often, debtors are unwilling to repay what they owe. When this situation arises, you may consider seizing assets from the debtor, and thereby foreclosing on your debt. This can be done using an account preservation order (in cases of suspected embezzlement) with the permission of a court, or a seizure warrant. Objects subject to seizure may include real estate, a car, a bank account or the debtor's salary, but also software, for example. These can be used to safeguard your claim on the amount owed. It is also possible to obtain an order to reclaim your property (revindicatory seizure). Citius Advocaten can support you with the associated legal procedure, together with a bailiff.
The basic principle is that the director of a company is not personally liable for any debts or other liabilities pertaining to the relevant legal entity. There are, however, certain situations in which a director can be held personally liable for the debts of a (bankrupt) legal entity. This applies in the case of culpable actions or mismanagement, which can include inadequate business administration, profiting unlawfully or placing the company in debt when the relevant board member knows that those debts cannot be repaid. Citius Advocaten can provide advice regarding directors’ liability.
Cooperatives and associations
There are a number of similarities between cooperatives and associations. But there are differences, too. For example, a cooperative is an association that may be run for profit, and may also distribute profits to its members. Another difference is that a cooperative can enter into agreements with its members. For example, a cooperative can purchase services on behalf of its members, or provide maintenance to its members. Members pay for such services on pro rata basis. In an association, on the other hand, members pay a contribution fee, which is usually the same for everyone and is used to cover joint costs. Citius Advocaten can provide you with further advice on these differences and which legal structure would be the most suitable in your case. We can also provide advice on the various powers of cooperatives, associations and their members.
Citius Advocaten has extensive experience in the field of consumer legislation. The aim of consumer law is to protect consumers. Examples of legislation which we can provide advice on are: the Unfair Commercial Practices Act, the Distance Selling Act and the General Terms and Conditions Act; the Van Dam Act, the Consumer Credit Act (Financial Supervision Act), the Extrajudicial Recovery Costs (Standardisation) Act and the Consumer Credit Agreements; the Goods Credit and Loan Act, and the General Data Protection Regulation (GDPR).
A cartel involves coordination between market actors that restricts competition. This is prohibited, in order to prevent consumers from being disadvantaged. The abuse of a dominant market position is also prohibited. In order to determine whether a particular market actor has a dominant position in a given market and whether that position is being abused, it is necessary to conduct an investigation of that market. The Netherlands Authority for Consumers & Markets (ACM) can impose fines and other sanctions in the event of violations of the Competition Act. Any company or consumer that has been disadvantaged may also be eligible for compensation. Citius Advocaten can support and advise you in the field of competition and anti-competitive practices.
Citius Advocaten has extensive experience in the field of contract law. This includes drafting, terminating or amending contracts as well as negotiating or litigating contracts, both nationally and internationally, and in both Dutch and English. Examples of contracts that we have experience of include shareholder agreements, joint venture or partnership agreements, general terms and conditions, purchase agreements, distribution agreements, agency agreements, franchise agreements, loan and financing agreements, and agreements of intent and nondisclosure (NDAs).
Corporate governance is an umbrella term that includes a range of rules and procedures within companies, and associated issues. It encompasses the tasks and responsibilities of directors and how those tasks and responsibilities are allocated among the main players in a company, including the shareholders, directors and supervisory board. Other stakeholders and interested parties associated with the company, such as employees and financiers, are also part of this group. Corporate governance rules are intended to help ensure that the right balance is struck between the diverse range of interests within a company. Citius Advocaten can provide advice regarding corporate governance.
A due diligence procedure usually takes place prior to a company changing hands. For the buyer, the primary purpose of due diligence is to learn more about the company that is to be acquired. The buyer will try to determine whether the company is worth the purchase price and what risks are associated with the proposed acquisition. Indeed, the buyer has an obligation to investigate the company being acquired, just as the seller is obliged to disclose certain information. How comprehensive the due diligence needs to be will often depend on the type of business that is being acquired and the scale of the associated financial transaction. Due diligence will generally include the legal, financial, tax and commercial aspects of the target company. Citius Advocaten can support both buyers and sellers in relation to due diligence.
Right of inquiry
An inquiry procedure is a procedure that is conducted before the Enterprise Chamber of the Amsterdam Court of Appeal if doubts arise about correct policy or correct procedure within a company. The Enterprise Chamber can rule that such an inquiry must take place. The Enterprise Chamber may carry out the inquiry at the request of the shareholders, a trade union involved with the company or at the request of the company itself. The Enterprise Chamber will grant requests for an inquiry if there are reasonable grounds for doubt regarding the correct policy. In addition to ordering an inquiry, the Enterprise Chamber may take interim measures, such as suspending a director and temporarily appointing another director. Citius Advocaten can advise and litigate regarding the right to inquiry.
When a creditor’s claim remains unsettled, he or she may, under certain circumstances, request that the debtor is declared bankrupt. If a company believes that it can no longer pay its own debts, that company can also file for its own bankruptcy. Both legal entities (such as companies) and natural persons (people) can be declared bankrupt. Citius Advocaten has extensive experience in the field of bankruptcy law.
Suspension of payment
A company that is having difficulty paying its creditors can apply for a suspension of payments. During the suspension, the administrator will examine whether the company’s liquidity problems can be resolved, and the company cannot be forced to repay certain debts to its creditors during this period. The period of suspension ends when all creditors have been paid or an agreement with them has been reached (legally or privately), or with a declaration of bankruptcy. If you have any questions about this procedure, Citius Advocaten will be happy to advise you.
Financing and securities
Businesspeople who wish to secure financing or refinancing, or to terminate financing, will face all kinds of (legal) requirements and be asked to provide a great deal of credit documentation. Often, this also involves nominating and pledging collateral, such as pledge and mortgage rights, and this may also include personal collateral, such as guarantees and joint and several liability. Citius Advocaten has extensive experience of drafting and reviewing such documentation.
Merger and acquisition
When a company changes hands, it usually undergoes a stock transaction or an assets-and-liabilities transaction. A merger is another option, but these are less common. When a merger or acquisition is proposed, a thorough investigation is usually carried out into the financial, fiscal, legal and commercial situation of the companies involved (a process known as ‘due diligence’). Advice on the terms of the contact is also essential. Citius Advocaten can advise on merger and acquisition processes.
Legal agreements are made whenever commercial transactions take place. These may relate to price, quantities or delivery times. Often, commercial transactions are governed by lengthier agreements, such as agency or distribution agreements. Citius Advocaten has extensive experience of many aspects of commercial law, such as litigation over the termination of long-term commercial relationships, claims on outstanding invoices or drafting and negotiating the terms of commercial transactions.
Hire purchase and leasing
Hire purchase and leasing are special forms of finance. Hire purchase is defined by the transfer of ownership once the condition precedent of payment of the entire purchase price has been fulfilled. In the case of a lease purchase arrangement, ownership is transferred to the buyer immediately, rather than only when the full purchase price has been repaid. But do operational and/or financial leases also fall under these forms of finance? And what exactly are the advantages and/or disadvantages of each construction? These are complex questions, which often depend on the specific circumstances and goals. Citius Advocaten can advise you on all these matters.
Are your invoices not being paid? We can help you to recover the money that you are owed. But in contrast to a debt collection agency, as lawyers we are able to refute the arguments of a debtor using our knowledge of the law. A lawyer can also issue a seizure order, initiate a summons procedure in the courts, or file for the debtor to be declared bankrupt. If you wish to take action against a non-paying debtor, please contact Citius Advocaten.
A licensor can grant a certain right to a licensee by means of a licensing agreement. Usually this relates to the right of use with respect to intellectual property such as copyrights, patents or a brand name, for example. The conditions relating to that right of use are set out in the licensing agreement. Citius Advocaten will be more than happy to advise you on licensing agreements, and of course we can also draft these for you.
Citius Advocaten can advise companies on how to handle the provisions of the General Data Protection Regulation (GDPR). This advice can relate to whether a certain intended use of data is permissible under the GDPR, and how you can ensure compliance with the GDPR across the whole organisation.
Both natural persons and legal entities can participate in everyday (legal) transactions – as a buyer or seller, creditor or debtor, director or shareholder, for example. The most common legal entities in the Netherlands are the ‘B.V.’, the ‘N.V.’, the association and the foundation. A legal entity has its own independent rights and obligations. In principle, the personal liability of someone acting on behalf of a legal entity is separate from the liability of the legal entity that they work for. Citius Advocaten can advise you on a diverse range of issues concerning legal entities. For example, we can explain the advantages and disadvantages of various forms of legal entity, and advise which one would suit your needs the best.
Right to reclamation
When goods are sold and supplied but the price agreed is not paid, the right to reclamation can provide a solution. Legally, the supplier of the goods can terminate the purchase agreement and reclaim ownership of the goods concerned. This is particularly important in situations involving insolvency or bankruptcy, where there is little chance that the supplier's claim will ever be settled. The right to reclamation is subject to strict conditions. Citius Advocaten can advise you on your specific situation.
Collaboration in a joint venture
When companies work closely together over an extended period of time, they may establish a joint venture. The two companies then formalise their partnership by setting up a new company together. Usually, the two original companies continue to exist. Citius Advocaten can provide you with advice and support regarding joint ventures and other forms of partnerships.
Sometimes, one company may suffer damage due to the actions of another. In such cases, a dispute may arise as to whether the other party is legally liable for the damage and, if so, how much compensation should be paid. There are several important factors, including whether there is a causal relationship between deliberate actions and the ensuing damages. Citius Advocaten can provide advice and initiate litigation regarding compensation issues.
A foundation is a legal entity with legal personality, often with a specific societal, social or idealistic objective. The majority of foundations are run as not-for-profit organisations. A foundation always has a board of management, and sometimes also a supervisory board or a board of commissioners that is responsible for supervising the actions of the board of management. Citius Advocaten has extensive experience in advising foundations, and can support you with regard to all kinds of issues around this type of legal entity.
Financial Supervision Act
The Financial Supervision Act regulates supervision in the Dutch financial sector. Some important issues in this area include, for example, licensing requirements for certain financial activities and which requirements need to be fulfilled in order to obtain that license. De Nederlandsche Bank (DNB) is responsible for prudential supervision, while the Netherlands Authority for the Financial Markets (AFM) is responsible for supervising market conduct. The scale of the Act makes it complex, and it has also been further expanded in various areas through additional regulations.
Anti-money laundering and financing of terrorism legislation
The Act for the Prevention of Money Laundering and the Financing of Terrorism aims to prevent these two activities. Specifically, the Act imposes obligations on professionals who work in real estate, and financial institutions and freelance professionals (such as lawyers) can also be affected by its provisions. Citius Advocaten can support you in matters relating to this complex legislation.
Medicines and medical devices (including veterinary)
Medicines and medical devices (including veterinary)
Distribution and agency
Distribution and agency
Fashion and design
Fashion and design
Governance and self-regulation
Governance and self-regulation
IT and ICT
IT and ICT
Art and culture
Art and culture
Retail and hospitality
Retail and hospitality