Overgang van onderneming: TUPE in the Netherlands and what happens to employees

The Netherlands has no TUPE regulations. Instead, in 2026 it applies the same EU rules under the Dutch name overgang van onderneming (transfer of undertaking). In an asset deal, employees move to the buyer automatically and keep their existing terms. In a share deal, nothing moves, because the employer stays the same.

That surprises many US buyers. In a US asset purchase, the buyer usually picks which employees to rehire. Under Dutch employment law, however, the team comes with the business. This guide covers what happens to employees when a company is acquired in the Netherlands.

What is overgang van onderneming under Dutch law?

Overgang van onderneming is the Dutch version of the EU Acquired Rights Directive. Under Directive 2001/23/EC, a transfer occurs when an economic entity keeps its identity under a new employer. Articles 7:662 to 7:666a of the Dutch Civil Code apply these rules to sales, mergers and demergers.

An economic entity can be a plant, a sales office or even a one-person team. Courts weigh assets, customers, staff and whether the activity continues. The rules do not apply, however, when a buyer acquires a business from a bankruptcy estate.

Asset purchase vs stock purchase: when does overgang van onderneming apply?

Overgang van onderneming applies to an asset purchase, not to a stock purchase. In an asset deal, the business moves to a new legal employer, so the employees move too. In a share deal, the buyer acquires the company itself. The Dutch entity remains the employer, so every contract continues. Unlike in a US asset sale, the buyer cannot pick and choose.

Topic	Asset deal (asset purchase)	Share deal (stock purchase)
Employer after closing	The buyer	The same Dutch company
Do employees move?	Yes, all of them	No
Employment terms	Unchanged, now owed by the buyer	Unchanged
Collective labor agreement (CAO)	Binds the buyer until it expires	Still applies
Pension rights	Move, with three exceptions	Unchanged
Seller liability	Joint liability for one year	Not applicable
Dismissal because of the deal	Not allowed	Normal Dutch rules apply

A target with a works council usually needs its advice on the change of control, in both structures. Our guide to works council advice on an acquisition in the Netherlands explains the timing. Without a works council or staff representation, the employer must inform employees directly beforehand.

What happens to pay, CAOs and pensions in an overgang van onderneming?

In an overgang van onderneming, every right and obligation in the employment contract moves to the buyer by law. Salary, bonuses, holiday days and length of service stay the same. The rule also covers employees on sick leave and informal arrangements that became part of the terms.

Under article 7:663 of the Dutch Civil Code (November 2026), the seller remains jointly liable for one year. That covers obligations that arose before the transfer, such as unpaid bonuses.

If a collective labor agreement (CAO) binds the seller, its terms move as well. Under article 14a of the Wet CAO, the buyer stays bound until it expires or a new one applies.

Pension rights move too, although the directive lets countries exclude them. Article 7:664 sets three exceptions, for example when the buyer must join a mandatory industry pension fund. Check pensions with an adviser before signing, because gaps are costly to repair.

Can the buyer change terms or dismiss employees after the transfer?

Not because of the transfer itself. Dutch law bans dismissal on the grounds of an overgang van onderneming. The buyer also cannot cut terms simply because it now employs the team. Dismissals for economic, technical or organizational reasons remain possible, but they follow the normal Dutch routes.

That means a permit from the UWV benefits agency or a court ruling, plus a transition payment. In practice, many exits end in a settlement agreement, or vaststellingsovereenkomst. Harmonizing terms usually needs each employee’s agreement. Because outcomes depend on the facts, plan harmonization with Dutch counsel.

How does overgang van onderneming compare with UK TUPE?

Both systems apply the same EU directive, so the core matches. Employees move automatically in a business transfer, keep their terms and keep their dismissal protection. However, UK TUPE, which still applies after Brexit, goes further in two ways that matter to buyers.

• Service provision changes: UK TUPE also covers a service moving to or between contractors. Dutch law only asks whether an economic entity keeps its identity.
• Employee data: under GOV.UK guidance (January 2023), UK sellers must share employee liability information at least four weeks ahead. In a Dutch deal, collect the same data through due diligence.

Our guide to TUPE regulations for employers covers the UK side in detail.

Planning an overgang van onderneming as a US buyer

Start well before closing. First, map who works in the business you are buying, because they all come with it. Then check the CAO and pension scheme, and budget for two sets of terms. A buyer without Dutch staff must also register as an employer with the Dutch Tax Administration.

Our guide to the loonheffingennummer explains that registration, and our post-merger integration checklist for Europe covers the HR timeline.

Until an acquirer builds its own HR team in Europe, Octagon can act as that team. Our HR experts run payroll and HR administration for transferred staff, while you decide pay, benefits and working arrangements. That way, the people side of a cross-border acquisition moves with clarity and compliance. To plan the transfer, read our briefing on people risks in European acquisitions or email sales@octagon.nl.

General information as at 10 November 2026, not legal or tax advice.

Overgang van onderneming: frequently asked questions

Does TUPE apply in the Netherlands?

Not by name, because TUPE is UK law. The Netherlands applies the same EU Acquired Rights Directive through its Civil Code, under the name overgang van onderneming. When a business changes owner through an asset sale, its staff join the new owner on current terms.

Do employees keep their terms after a transfer of undertaking?

Yes. On the transfer date, the buyer inherits each employment contract as it stands. Salary, holiday entitlement and years of service carry over. A collective labor agreement that bound the seller binds the buyer until it expires. Pension rights normally move too. Later changes follow the ordinary Dutch rules.

What happens to employees when a company is acquired?

It depends on the deal structure. After a share purchase, employees stay with the same company and their contracts continue. After a purchase of the business or its assets, Dutch law moves them to the buyer automatically. Either way, the acquisition itself is no valid reason for dismissal in the Netherlands.

Can an employee refuse to transfer to the buyer in the Netherlands?

Yes. No law forces employees to work for the buyer. However, a clear refusal usually ends the employment at the transfer date under Dutch case law. No transition payment is due in that case. If the transfer makes conditions substantially worse, the law treats the employer as ending the contract instead.