What does company law cover?

Company law governs how a business is put together legally: the incorporation, the position of shareholders and directors, and the rules of the game in an acquisition or a collaboration. For entrepreneurs in the creative sector there is a practical layer on top of that. The work and the rights are part of the business itself, which makes almost every commercial decision a question about rights as well.

What does a company law lawyer actually do?

A company law lawyer advises you on the legal set-up of your business and assists you when a dispute or a transaction arises. That may be a shareholders’ agreement that needs to be put on paper, guidance through an acquisition, or a defence where a director is held liable. At Liaise sector knowledge comes with it: we understand the contractual and rights questions that are specific to the creative and media industry.

I am going to collaborate with someone. Which arrangements should I record?

Record at the very least who contributes what, who decides on what, how you divide the profit and what happens if one of you wants to stop. In the creative sector one arrangement matters more than the rest: where the rights in the joint work end up, both during the collaboration and afterwards. A sound collaboration agreement or shareholders’ agreement prevents disagreement about that later on.

What is the difference between articles of association and a shareholders' agreement?

Articles of association set out the basic structure of the company: the name, the objects, the powers of the board and how general meetings work. They are drawn up by a civil-law notary and are public. A shareholders’ agreement is a private contract between the shareholders themselves, with additional arrangements about control, profit distribution, exit and rights. In the creative sector those additional arrangements are often precisely about the rights in the work and its exploitation. These are subjects that do not belong in articles of association, but they do make the difference if it ever comes to a dispute.

When can I go to the Enterprise Chamber?

The Enterprise Chamber of the Amsterdam Court of Appeal has jurisdiction over disputes about the policy and the course of affairs within a company. Through inquiry proceedings it can order an investigation and impose interim measures, such as suspending a director or appointing a temporary administrator. Not every conflict justifies that step. It is a heavy instrument with a high threshold, and the costs and the time involved are considerable. Have it assessed carefully in advance whether your situation lends itself to it.

Does Liaise also work outside Amsterdam?

Yes. We are based in Amsterdam and work for entrepreneurs in the creative and media industry throughout the Netherlands. Whether you run a production company, a label, a publisher, a studio or an agency: you are welcome, wherever you are.

Practice areas

Company law

For entrepreneurs in the creative and media industry, the value of a business lies above all in the work, the rights and the brand. That gives doing business in this sector a character of its own.

In the creative sector, the rights structure is part of almost every business decision. When you set up a company, enter into a collaboration or make an acquisition, you are also deciding where the work and its exploitation end up. Liaise assists producers, labels, publishers, galleries, game studios, photographers, podcast producers and other creative professionals with company law. We work for businesses of every size, from a two-person agency to an international producer, and we know the world in which our clients operate.

Do you need legal advice straight away? Call 020 675 88 21.

When do you engage a company law lawyer?

A company law lawyer assists you with the commercial side of your business, from incorporation and the arrangements with your partners through to an acquisition or a matter in the boardroom. Often it is advice that helps you prevent problems; sometimes it is assistance once a matter has already escalated. A selection of the situations in which entrepreneurs engage us:

You are starting a business together with others and want sound arrangements about control, contributions and rights from the outset.
You bring in an investor or financier for a production, a series of productions or the growth of your studio.
You buy a business, a catalogue or a format, or you sell your own company and want a good price with certainty about what you are transferring.
The relationship with your co-founder or fellow shareholder has broken down and you can no longer resolve it between yourselves.
A director is held personally liable, or you want to hold someone liable yourself.
A collaboration comes to an end and the question is who continues the business and where the rights end up.

What we help you with

Incorporation and structure.
A sound structure starts with the choice of legal form and the arrangements you make on incorporation. The bv and the nv, the Dutch private and public limited company, the foundation and the association are all legal persons governed by Book 2 of the Dutch Civil Code, the Burgerlijk Wetboek, and which form suits you best depends on your plans, your partners and your funding. We advise on whether a holding structure is sensible in your situation, how to set up a separate company for each production or project, and what belongs in the articles of association and the founders’ arrangements. We also arrange the division of shares between the founders, arrangements for a phased build-up of the shareholding, and the transfer of intellectual property rights to the business.

Shareholders’ agreements and collaboration arrangements.
Two producers setting up a business together, a podcast collective, a design duo: clear arrangements in advance deliver the most. We record who decides on what, how the profit is divided and what happens if someone wants to step out. In these sectors one further arrangement always belongs with it: where the work and the rights end up if the collaboration comes to an end. The same applies to joint ventures, such as a co-production or a joint label.

Start-ups and investors.
Creative businesses in the making face questions of their own: how do you divide shares between founders, how do you deal with a first investor who offers a term sheet, and how do you protect yourself while the business is still unproven? We guide start-ups in laying a legal foundation that leaves room for growth and holds up when more parties later join the table.

Shareholder and director disputes.
When a partnership breaks down, it affects both the business and the work that flows from it. We look for a workable outcome, such as a buy-out, a statutory dispute-resolution procedure or clear arrangements about who continues. That statutory procedure (article 2:335 and following) was reformed on 1 January 2025 by the Wagevoe act, so that a forced buy-out or an exit can be settled faster and in a single procedure. Where a matter has run further out of hand, an inquiry into the company’s affairs can be requested from the Enterprise Chamber, a specialised division of the Amsterdam Court of Appeal for corporate disputes (article 2:344 and following).

Corporate governance.
As a business grows, the rules of the game change. Who sits on the board, what are their powers, how are decisions taken and recorded? We advise on the structuring of management and supervision, draw up management agreements and board regulations, and guide general meetings. For creative businesses that are professionalising or bringing in an investor, this is not a formality but a foundation.

Mergers and acquisitions.
When buying or selling a business in the creative sector, the value usually lies in the rights: a music catalogue, a publishing fund, a format library or a brand. We guide the whole process, from the letter of intent and the due diligence to the purchase agreement and the transfer. Have all the rights demonstrably ended up with the selling party? Which licences are still running, and on what terms? Are there authors, artists or co-creators with a claim that could limit exploitation? Whatever comes out of that investigation, we translate directly into the transaction: an adjustment to the price, an indemnity for a specific risk, or a condition subsequent where a crucial right has not been properly recorded.

Investment and financing.
An investor in your studio or a financier for a production brings capital and conditions with them. We negotiate the control that goes with it, the loan documentation and the security, and we make sure you keep a grip on your business and your work.

Directors’ liability.
As a director you can be held personally liable. You have to perform your duties properly, and liability towards the company only arises where you can be seriously blamed (article 2:9). Creditors, the company or third parties can bring a claim against you, in the event of insolvency but in other situations too, and if a bv goes bankrupt it is the trustee in bankruptcy who can hold a director liable (article 2:248). We advise directors on their position and the risks that go with it. If a director is held liable, we act for them. We also help businesses that want to hold a director liable.

Company law and intellectual property under one roof

Anyone running a production company, label, publisher or agency knows that the business and the work are not separate from each other. An acquisition is about rights. A shareholder dispute can determine where a format or catalogue ends up. A joint venture needs clear arrangements about who handles the exploitation. In the creative and media sector, company law and intellectual property are two sides of the same matter.

Liaise does not handle company law in isolation from the rest. Our lawyers work daily in copyright, intellectual property and contract law. At Liaise we treat the legal structure of your business and the protection of your work as one whole.

A company law lawyer who understands your world

Liaise is based in Amsterdam and works for entrepreneurs in the creative and media industry throughout the Netherlands. You have a fixed point of contact who knows your matter and understands what is at stake. Because a format, a catalogue or a brand name is more than a figure on the balance sheet.

Do you need a company law lawyer, or would you like to put a matter to us without obligation first? Get in contact and you will have a reply within one working day.

All practice areas

Charissa Koster

Lawyer

Charissa advises and litigates in the fields of media law, intellectual property, IT and AI law, privacy, e-commerce and corporate law. Press-related and journalistic matters, copyright, freedom of expression versus privacy and cross-border issues often play a central role in her work.

Jaap Versteeg

Lawyer

Jaap acts extensively for clients in the creative industries, including music, television/streaming/film, events, theatre, art and culture. He advises and litigates in the fields of intellectual property law, music law, unlawful publications, contract law and employment law.

Frequently asked questions

Company law governs how a business is put together legally: the incorporation, the position of shareholders and directors, and the rules of the game in an acquisition or a collaboration. For entrepreneurs in the creative sector there is a practical layer on top of that. The work and the rights are part of the business itself, which makes almost every commercial decision a question about rights as well.
A company law lawyer advises you on the legal set-up of your business and assists you when a dispute or a transaction arises. That may be a shareholders’ agreement that needs to be put on paper, guidance through an acquisition, or a defence where a director is held liable. At Liaise sector knowledge comes with it: we understand the contractual and rights questions that are specific to the creative and media industry.
Record at the very least who contributes what, who decides on what, how you divide the profit and what happens if one of you wants to stop. In the creative sector one arrangement matters more than the rest: where the rights in the joint work end up, both during the collaboration and afterwards. A sound collaboration agreement or shareholders’ agreement prevents disagreement about that later on.
Articles of association set out the basic structure of the company: the name, the objects, the powers of the board and how general meetings work. They are drawn up by a civil-law notary and are public.

A shareholders’ agreement is a private contract between the shareholders themselves, with additional arrangements about control, profit distribution, exit and rights. In the creative sector those additional arrangements are often precisely about the rights in the work and its exploitation. These are subjects that do not belong in articles of association, but they do make the difference if it ever comes to a dispute.
The Enterprise Chamber of the Amsterdam Court of Appeal has jurisdiction over disputes about the policy and the course of affairs within a company. Through inquiry proceedings it can order an investigation and impose interim measures, such as suspending a director or appointing a temporary administrator. Not every conflict justifies that step. It is a heavy instrument with a high threshold, and the costs and the time involved are considerable. Have it assessed carefully in advance whether your situation lends itself to it.