Debt Restructuring for International Companies in the Netherlands

1. Navigating the 2026-2027 Economic Transition

The Dutch economic landscape is shifting rapidly as we approach a critical period. Bankruptcies have increased by over 80% since 2022. International companies now face immense pressure to address mounting liabilities before the 2027 tax deadlines.

Restructuring is not a sign of failure but a strategic tool to realign your resources. It allows your business to survive and thrive in a volatile market. NextAccounting acts as your expert guide through this complex financial transition.

2. The Dutch Scheme (WHOA): A Global Game-Changer

The Wet homologatie onderhands akkoord (WHOA) is a world-class restructuring framework. It blends the best features of the US Chapter 11 and the English Scheme of Arrangement. This is a “debtor-in-possession” process, so your management keeps full control of the company.

• The debtor
• Creditors or shareholders
• Works councils or employee representatives

A landmark example is the 2024 McDermott International case. This process successfully restructured USD 2.6 billion in secured debt. It also discharged USD 1.3 billion in unsecured litigation claims while gaining US Chapter 15 recognition.

3. Jurisdiction and “Sufficient Connection” for International Groups

Foreign companies can easily access the Dutch system under specific rules. A “Public” proceeding is for companies with their Center of Main Interest (COMI) in the Netherlands. These enjoy automatic recognition across the European Union.

• Assets like real estate, inventory, or receivables are located in the Netherlands.
• Finance documents are governed by Dutch law.
• The group uses choice-of-law or forum clauses for Dutch courts.
• The group structure includes at least one Dutch subsidiary.

4. Strategic Management of Tax Debts and the 2027 Cliff

You must synchronize your restructuring timeline with the looming 2027 tax cliff. Most corona-era tax debts must be cleared by October 1, 2027. This includes a 4% recovery interest rate active through 2026.

Companies with debts over €10,000 may request an extension to 84 months. However, the Tax Authority often demands a double percentage compared to other creditors. The WHOA is your primary lever if the Tax Authority refuses a voluntary extension. You should start this process by late 2026 to ensure protection before the October deadline.

5. The Voting Process and “Cram Downs”

Passing a plan requires dividing creditors into classes based on their legal rights. A class approves the plan if a two-thirds majority in claim value votes in favor. There is no requirement for a majority in the number of creditors.

The court can confirm a plan even if one class votes against it. This “Cross-Class Cram Down” is possible if the plan is fair and respects statutory priorities. As a safeguard, the court may refuse the plan if SME creditors receive less than 20%. However, judges maintain discretion to grant confirmation if the reasons are compelling.

6. Director Obligations and the Evolving Legal Landscape

A looming EU regulatory shift proposes a mandatory three-month filing deadline for insolvent companies. Directors must prepare for this change during 2026 to avoid personal liability. Fortunately, the WHOA suspends this filing obligation while you are actively restructuring.

To protect yourself, you should request court permission for necessary transactions during the preparation phase. This prevents “clawback” risks if the restructuring later fails. These court-approved actions protect new financing and asset transfers from future legal challenges.

7. Alternative Routes: Comparing Your Options

The WHOA is often superior to older Dutch mechanisms like “Suspension of Payments.” A Minnelijk Traject is a voluntary path, but it lacks the power to bind dissenting creditors. For natural persons and sole traders, the Wsnp offers a fresh start after 18 months.

8. Practical Implementation: Costs and Timelines

A successful restructuring in 2026 follows a strict, rapid roadmap. Most cases take five to six weeks, though urgent decisions can happen in days. The €714 court fee for legal persons represents a significant reduction introduced in July 2025.

1. Submit a formal statement to the court to activate the proceedings.
2. Secure a “Cooling-off period” for 4 to 8 months to stop all creditor actions.
3. Appoint a Restructuring Expert or Observer to ensure process transparency.
4. Negotiate the final plan and execute the class votes.

9. Conclusion: Securing Your Global Foothold

The 2026-2027 period is a critical window for your international operations. Proactive restructuring allows you to use the Dutch Scheme’s flexibility to avoid the rising tide of bankruptcies. Taking action now secures your company’s future and protects your stakeholders.

10. How NextAccounting can help you

NextAccounting provides elite expertise in Dutch financial and tax regulations for international clients. We lead complex negotiations with the Tax Authority to secure the best possible repayment terms. Our advisors offer tailored strategies for class formation to maximize your deal certainty.

Do not wait for the 2027 deadlines to create a crisis for your business. We invite you to reach out for a personalized consultation today. NextAccounting is ready to help you navigate these challenges and protect your global interests.

Sources

• Business Restructuring and Turnaround – Boston Consulting Group
• Business | Tax Administration – Belastingdienst
• Closing down your business or bankruptcy | Business.gov.nl
• Corporate restructuring strategy guide – BPM
• Cross-border group debt restructuring: why combine U.S. Chapter 11 and Dutch Scheme (WHOA) proceedings in parallel? | Kennedy Van der Laan
• David Heems | Houthoff
• De Leidraad Invordering – Poelmann van den Broek
• De WHOA en de Belastingdienst – TRC Advocaten
• De positie van de Belastingdienst onder de WHOA | Jaeger.nl
• Debt restructuring | Business.gov.nl
• Dutch WHOA Restructuring: Funding, Enforcement, Cross-border – A&O Shearman