The main rule
Take over a Dutch business or a self-standing part of it, and its employees move to the new owner by operation of law. Dutch law calls this transfer of undertaking — the same principle EU-wide, comparable to TUPE in the UK and § 613a BGB in Germany. By operation of law means: automatically, at the moment of transfer, with everything intact — salary, years of service, holiday rights, bonus arrangements, notice periods.
Shares or assets: same outcome, different route
In a share purchase the employer formally stays the same legal entity; only the shareholder changes. The employment contracts simply continue.
In an asset purchase — you buy the business separate from the entity — the transfer rule kicks in: the employees belonging to the acquired part enter your employment automatically, on their existing conditions.
The outcome is identical either way: the staff comes along. The idea that an asset deal lets you "keep only the good people" fails in the Netherlands by design. The single exception: buying from a bankruptcy trustee — see below.
What the rule further means
Dismissal because of the transfer is protected against. Terminating an employee because the business is being sold is voidable. Reorganising later for genuine business-economic reasons remains possible, through the normal Dutch route with the normal review.
Old and new owner are jointly liable for obligations that arose before the transfer, for one year after it. Unpaid wages from before the deal can be collected from you — have the contract place this with the seller.
The collective agreement travels along. Conditions from the sector collective agreement in force at the transfer keep applying until it expires or a new one takes over.
Pensions have their own rules. The main rule is that the pension scheme transfers too, with exceptions where you already run your own scheme or a mandatory sector pension fund applies. Have this examined separately; pensions are the most underestimated cost item in Dutch acquisitions.
The exception: bankruptcy
Buy the business from a bankruptcy trustee, and the transfer rule is switched off: the trustee has terminated the contracts, and you choose who receives a new offer, on new terms. One nuance deserves attention: where the restart was prepared in detail before the bankruptcy with the takeover as its goal, a court can rule that the protection applies after all. Anyone considering that route reads buying an insolvent business first.
What you check before buying
Because the staff comes along, the employment side is a fixed part of the due diligence: who works there, on which contract, on which conditions, with which promises outside the contracts, and with which pension arrangements. Every promise you miss there is one you will honour later.
Ask also about dormant files: long-term sick employees (Dutch employers continue wages for up to two years, and that obligation continues with you), running conflicts, and restrictive covenants of key people who left earlier.
The people themselves
Legally everything moves automatically; humanly, everything needs work. The first hundred days decide whether the key people stay. Inform the staff in time, speak with the people who carry the business, and use the handover period with the seller partly for exactly this.
The short version
Employees transfer automatically with their full package, in share deals and asset deals alike. Dismissal because of the deal is protected against, old obligations remain jointly yours for a year, and pensions need their own investigation. Only a purchase from bankruptcy lets you choose your team — with the caveat that a restart prepared too early can bring the protection back. The full acquisition route sits in buying a business in the Netherlands.