Enterprise Chamber intervenes at care company: inquiry ordered and director with casting vote appointed
On 22 October 2026, in an oral decision published on 2 November 2026, the Enterprise Chamber of the Amsterdam Court of Appeal ordered an investigation into the policy and conduct of affairs of a care company funded with public money. At the same time, it intervened immediately by way of an interim measure.
Well-founded reasons for doubt
The Enterprise Chamber found well-founded reasons to doubt sound policy. Since its incorporation at the end of 2021, only one shareholders' meeting had been held, whereas the articles require an annual meeting. The 2023 and 2024 annual accounts had not been drawn up, and the supervisory board and client council required by the articles were missing. It also pointed to large cash withdrawals with an unclear legal basis, payments without properly recorded arrangements, a sole representative authority registered with retroactive effect and an annual report for 2024 that had not been prepared for the Health and Youth Care Inspectorate (IGJ). Because public funds are involved, the unclear cash flows and the apparently deficient administration weigh all the more heavily.
Immediate intervention
As an interim measure, a director with a casting vote was appointed, without whom the company cannot be represented. That director may prepare the required reports and share them with the IGJ. The appointment of an investigator was deferred, to see whether the measures already resolve the dispute. Note: an inquiry decision does not establish mismanagement; it concerns well-founded reasons for doubt.
Why this matters
Overdue annual accounts, missing internal supervision and unclear cash flows are exactly the signals on which the Enterprise Chamber can act quickly. For businesses funded with public money, such as in healthcare, this weighs even more heavily.
Practical tips
Hold the annual shareholders' meeting and draw up and adopt the annual accounts on time.
Actually set up the bodies required by the articles, such as a supervisory board or client council.
Properly document payments to directors and related parties, and change representative authority only on the basis of a valid resolution.
Read more about how we support governance and shareholder matters on our specializations page. Is this relevant to your business? Contact us.
This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
