Restart After Bankruptcy in the Netherlands
A bankruptcy does not always mark the end of a business. Under Dutch law, it is often possible to make a restart (relaunch) after bankruptcy by acquiring the company’s assets from the court-appointed trustee. This allows the core of the business — its customers, brand, and operations — to continue under a new legal entity.
A well-prepared restart can protect the company’s value, preserve jobs, and offer a new beginning under more sustainable financial conditions.
The role of the bankruptcy trustee
Once a company is declared bankrupt, a bankruptcy trustee (curator) is appointed to manage the liquidation of the company’s assets and distribute proceeds to creditors.
Before the liquidation starts, a buyer — often a shareholder, manager, or investor — can make an offer to purchase the company’s key assets. This is known as an asset–liability transaction.
The trustee’s task is to maximize the return for creditors, which means a well-founded and realistic offer has a higher chance of being accepted.
A combined sale of all essential business components, including goodwill, typically yields more value than selling assets separately.
Goodwill and assets in a restart
For a restart to succeed, it is crucial to acquire the business’s goodwill, such as its customer relationships, brand reputation, intellectual property, and active contracts.
These elements, along with tangible assets such as inventory and equipment, form the foundation of the new company’s operations.
The advantage of an asset sale is that the debts and liabilities remain with the bankrupt company, while the new entity starts with a clean balance sheet. Creditors cannot, in principle, claim repayment from the assets transferred to the new entity.
The restart plan
A restart should be prepared carefully and quickly.
A restart plan includes a clear rationale, a list of assets to be acquired, and the proposed purchase price. This can be supported by a valuation report from an accountant or notary, although this is not always required for smaller businesses.
By submitting a well-documented proposal to the trustee at an early stage, the chances of a successful restart increase significantly. This approach also provides clarity to customers, employees, and suppliers about the future of the business.
Pre-pack and silent administrator
In some cases, a pre-pack can be used to facilitate a faster relaunch.
Before the bankruptcy is officially declared, a silent administrator (beoogd curator) is appointed to assess whether a restart is viable. If bankruptcy follows, the pre-approved plan can be executed immediately, ensuring business continuity with minimal interruption.
However, this procedure is not without risk.
Following the Dutch Smallsteps ruling, employment contracts may, in some cases, transfer automatically to the new entity if the pre-pack was prepared before bankruptcy. This can result in the transfer of all staff to the new company, which may not be financially feasible.
Additionally, a silent administrator must be compensated in advance, which makes the pre-pack less common for small and mid-sized companies.
Contracts and employees after bankruptcy
One of the key advantages of a restart after bankruptcy is flexibility.
Unlike a regular transfer of business, the buyer is not automatically bound by all existing contracts or employee agreements.
This means:
- Only selected employees can be rehired by the new company;
- Supplier and lease contracts do not automatically transfer;
- The buyer can choose which contracts to continue (“cherry picking”);
- Debts and obligations remain with the bankrupt entity.
This flexibility allows for a clean and controlled relaunch, though it is important to assess the legal and commercial implications of each contract taken over.
Legal guidance for a successful restart
A restart after bankruptcy is a complex legal and financial process that requires precise coordination and negotiation with the bankruptcy trustee. Early legal involvement is essential to protect your position, structure the transaction, and ensure compliance with Dutch insolvency rules.
I provide practical and strategic advice at every stage of the restart process — from preparing the restart plan and negotiating with the trustee to drafting and finalizing the asset purchase agreement.
With extensive experience in corporate restructuring and insolvency, I help clients complete restarts efficiently, whether in a domestic or cross-border context.
Before proceeding, you will always receive a clear cost overview within 24 hours, so you know exactly what to expect.
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By VIOTTA.
