Who picks up the bill?

A recent Enterprise Chamber decision on budget increases as a starting point for a practical overview of cost allocation in inquiry proceedings

Introduction

Who pays for an inquiry investigation? In practice, this question is sometimes overlooked until the Enterprise Chamber appoints an investigator and the costs begin to accrue.

In a recent decision of 30 March 2026 (ECLI:NL:GHAMS:2026:852), the Enterprise Chamber increased the investigation budget in the case concerning B.V. Huizenmij for the third time, bringing the total to EUR 74,750 excluding VAT.

Corporate law specialist Xagan Heerbaart explains how the cost allocation in inquiry proceedings works, who ultimately bears the costs and when recovery from directors is possible.

The case: Huizenmij

In July 2023, the Enterprise Chamber ordered an investigation into the policy and affairs of B.V. Huizenmij. At the same time, it transferred all shares, by way of interim relief, to a court-appointed administrator.

In early 2025, Mr P.M. Gunning was appointed as investigator. The budget was set at EUR 42,250 excluding VAT in March 2025, increased in December 2025, and now increased once again. The reason was that preparing the report required more time than anticipated and the investigator had to spend time on an instruction request before the supervisory judge. All parties agreed.

The final amount reached EUR 74,750 excluding VAT, representing an increase of more than 75% compared to the original budget.

What are the investigation costs?

The investigation costs consist of the investigator’s fees and expenses, including travel expenses, office costs, costs of external experts and any costs incurred if the investigator is held liable.

The Enterprise Chamber sets the budget in advance based on a plan of approach. If it becomes clear during the investigation that the budget is insufficient, only the investigator may request an increase.

The level of these costs can vary significantly. In simpler SME cases, budgets typically range between EUR 15,000 and EUR 50,000 excluding VAT. Where investigations take longer, involve multiple entities or require the review of extensive records, costs increase rapidly.

In the Taf Asset case, the budget amounted to EUR 220,000 excluding VAT. In the inquiry proceedings concerning the bankrupt healthcare group Meavita, total investigation costs reached EUR 1,000,000. A trade union subsequently attempted to recover these costs from the former directors and supervisory directors.

Who bears the costs?

The statutory starting point is clear: the legal entity bears the costs of the investigation (Article 2:350(3) of the Dutch Civil Code).

When the Enterprise Chamber orders an inquiry or increases the budget, it will almost always require the legal entity to provide security for the payment of the investigation costs. There is therefore no obligation for the petitioner to finance the investigation.

That said, the petitioner may still play a role in practice. If the company lacks sufficient funds, for example in the case of insolvency, voluntary funding by the petitioner, another interested party or the insolvency practitioner may be accepted.

Recovery from directors and de facto directors

If the investigation report shows that a director, de facto director, supervisory director or other officer of the company is responsible for improper management, Article 2:354 of the Dutch Civil Code allows the Enterprise Chamber, at the request of the company, to order that the investigation costs be recovered from that person, in whole or in part.

Where multiple individuals are responsible, they may be held jointly and severally liable.

A less stringent standard applies than in cases of internal directors’ liability under Article 2:9 of the Dutch Civil Code. It is not necessary to establish serious culpability. It is sufficient that it is specifically and individually demonstrated that the person concerned is responsible for the improper management and can personally be blamed for it.

In addition, “improper management” within the meaning of Article 2:354 is considered a less severe qualification than mismanagement. This means that cost recovery is also possible in cases where the Enterprise Chamber does not establish mismanagement but does identify improper management.

This is illustrated by the Marrobel decision of 2024. After establishing mismanagement, including conflicts of interest, inadequate administration, errors in published financial statements and payments to related parties, the Enterprise Chamber held the directors jointly and severally liable for investigation costs of EUR 106,025 excluding VAT.

What does this mean in practice?

Investigation costs represent a financial risk for all parties involved, and this risk is often underestimated.

The company generally bears the full costs, without always having recourse against others. A petitioner who has voluntarily provided security for the costs risks not being able to recover that amount if the proceedings do not produce the desired outcome. A director identified in the report as responsible for improper management may be confronted with full recovery of the investigation costs, without the need to establish serious fault.

Those who only realise this once the investigation report has been filed are too late.

Need advice?

Are you, as a shareholder, director or company, involved in or facing a potential inquiry request? The lawyers at AMS Advocaten have extensive experience in inquiry proceedings and regularly assist both petitioners and respondents before the Enterprise Chamber. Feel free to contact us.