_edited.png)
legal certainty
For you business
2000+
Cases
100%
Solutions
Legal advice and protection for you and your company
Webshop acquisition lawyer
Buying or selling a webshop in the Netherlands, or elsewhere in the EU? Most of the value of an online store sits in things you can't touch: the domain name, the brand, the content, the customer data and the marketplace accounts. Each of these is transferred in its own way, and in a cross-border deal the rules can differ per country. Miss one, and you may end up paying for a store you can't actually run.
Van der Burg-recht guides buyers and sellers through every legal step of a webshop acquisition, from the letter of intent to the day the last login is handed over. We advise on Dutch and EU law and on the international side of your deal, work in English, and coordinate with your accountant and any advisors abroad.
At a glance
-
Scope: Dutch and EU law, including cross-border deals within Europe.
-
Timeline: most webshop acquisitions take 4 to 12 weeks.
-
Structure: an asset deal (you buy the parts of the business) or a share deal (you buy the company that owns it).
-
Notary: required to transfer shares in a Dutch BV. For companies abroad, local rules apply.
-
Language: contracts can be drafted in English.
-
Fees: fixed fees per phase, so you know the cost in advance.
Go to:
Guidance and protection
WHO WE HELP
Buying a webshop in the Netherlands
You've found a Dutch online store, Shopify business or Bol.com seller that fits your plans. We find out whether the seller really owns what's for sale, which contracts and accounts can be transferred, and which risks come with the business. Then we make sure the purchase agreement protects you if something turns out to be wrong after closing.
Selling your webshop to a foreign buyer
You run a Dutch webshop and a buyer from abroad has made an offer. We prepare your business for the buyer's due diligence, negotiate the contract in English and limit your liability after the sale. We also keep a close eye on deferred payments and earn-outs, so you actually receive the full price.
Investors and e-commerce aggregators
Are you buying several Dutch or European e-commerce brands, or adding one to an existing portfolio? We handle the legal side of each deal, so your process stays the same and your team gets clear, practical answers.
Cross-border deals within the EU
Buying a webshop in Germany or Belgium from the Netherlands, or selling a Dutch store that ships all over Europe? We handle the cross-border side of the deal: which law applies, which court has jurisdiction, and how GDPR, VAT, trademarks and marketplace accounts work across borders.
How a webshop acquisition works in the Netherlands
Every deal is different, but the steps are almost always the same.
-
Confidentiality (NDA). Before the seller shares figures, contracts or customer data, both parties sign a non-disclosure agreement.
-
Letter of intent (LOI). You record the key terms: price, what is included, conditions and timing. An LOI is usually not binding for the purchase itself, but clauses on exclusivity and confidentiality often are.
-
Due diligence. The buyer investigates the business. We handle the legal side: ownership of domains and trademarks, contracts, platform terms, GDPR compliance and disputes.
-
Purchase agreement. Risks found in the due diligence are dealt with through warranties, indemnities or a lower price.
-
Signing and payment. For larger deals, payment usually runs through a notary's or lawyer's escrow account, so nobody loses money if the transfer fails.
-
Transfer. Domains, accounts, trademarks, stock and data are transferred according to a fixed checklist. Shares in a Dutch BV are transferred by notarial deed. For companies abroad, local rules apply.
-
After closing. A handover period with the seller, earn-out payments and any warranty claims.
What Dutch courts have ruled
-
The domain name that wasn't on the list. After a takeover, the buyer demanded a domain name that was not expressly listed in the annex to the purchase agreement. The Amsterdam District Court refused to order the transfer, although it did bar the other party from offering the domain to third parties (ECLI:NL:RBAMS:2013:BZ6225). A complete annex would have prevented the whole dispute.
-
The sentence that saved the buyer. In a letter of intent, the purchase was made conditional on a due diligence with a satisfactory outcome. The investigation showed that the seller had presented revenue figures twice as rosy as they were. According to the Arnhem-Leeuwarden Court of Appeal, that clause gave the buyer room to decide for itself whether the outcome was acceptable (ECLI:NL:GHARL:2021:8878).
-
Revenue that fell after the sale. In another case, revenue dropped from € 193,031 to € 166,934 in the year after the sale. The buyer could not undo the deal: the purchase had not been made conditional on that year's figures, and the seller had made a reservation when discussing them (ECLI:NL:GHARL:2015:2357). If you want certainty about revenue, ask for a warranty in the contract.
Cross-border webshop acquisitions in the EU
Many webshops sell far beyond their home country, and more and more deals cross borders. EU law harmonises a lot, but not everything. These are the points we check in an international deal.
-
Which law applies. Within the EU, parties can generally choose the law that governs their purchase agreement. The transfer of certain assets still follows local rules. Shares in a German GmbH, for example, also require a notarial deed in Germany.
-
Which court decides. You can agree in advance which court has jurisdiction, or opt for arbitration. A judgment from a court in one EU country can in principle be enforced in the others.
-
Trademarks. A Benelux trademark only protects the brand in Belgium, the Netherlands and Luxembourg. If the webshop sells across Europe, check whether there is an EU trademark, and who owns it.
-
Domain names. Every country domain, such as .de, .fr or .be, has its own registry and rules. A .eu domain may only be held by parties with a connection to the EU or EEA.
-
VAT. Above an EU-wide threshold of € 10,000 a year, webshops selling to consumers in other EU countries generally have to charge the VAT of the customer's country, often through the EU One-Stop Shop (OSS). In a share deal, VAT that was not paid correctly in the past stays with the company you buy.
-
GDPR and e-mail marketing. The GDPR applies across the EU, but supervision is national and the rules for e-mail marketing differ per country.
-
Consumer law and product safety. The 14-day right of withdrawal applies throughout the EU, but countries add their own requirements, such as the mandatory legal notice (Impressum) in Germany. Since December 2024, the EU General Product Safety Regulation also requires a responsible operator in the EU for most consumer products sold online.
-
Employees. When a business is transferred, similar EU-based rules protect employees in every member state.
Dutch Reviews
FAQ
Do I need a lawyer to buy a webshop in the Netherlands?
It's not mandatory, but it is wise. The value of a webshop lies in domain names, accounts, trademarks and data, and under Dutch law each of these is transferred differently. A lawyer makes sure you know exactly what you're buying and that the contract protects you.
Can a foreign buyer acquire a Dutch webshop or BV?
Yes. There are no general restrictions on foreign buyers. In a share deal, the Dutch notary will check your identity and where the funds come from before the transfer.
What is the difference between an asset deal and a share deal?
In an asset deal, you buy individual parts of the webshop, such as the domain name, brand and stock. In a share deal, you buy the Dutch BV that owns the webshop, including all its assets, contracts and liabilities.
Do I need a notary to buy a webshop in the Netherlands?
Only in a share deal. Shares in a Dutch BV are transferred by notarial deed. An asset deal can be completed without a notary.
Is VAT due when buying a webshop in the Netherlands?
Often not. The transfer of an entire business, or an independent part of it, is usually outside the scope of Dutch VAT. Check with your tax advisor whether this applies to your deal.
Can I take over a Bol.com seller account?
That depends on Bol.com's terms. An account often can't simply be moved to a new owner. Sometimes a share deal or the platform's consent offers a solution. We check this before you sign.
Can the purchase agreement be in English?
Yes. International deals are often documented in English and governed by Dutch law. We draft, review and negotiate in English.
Can you help with a webshop acquisition outside the Netherlands?
Yes. We advise on Dutch and EU law and on the cross-border side of the deal, such as which law applies and which court has jurisdiction. Where local law in another country matters, we coordinate with a local lawyer or notary.
Which law applies to a cross-border webshop acquisition?
Within the EU, parties can generally choose which law governs their purchase agreement. The transfer of some assets, such as shares in a foreign company, still follows the rules of the country concerned.
Is a Benelux trademark valid in other EU countries?
No. A Benelux trademark only covers Belgium, the Netherlands and Luxembourg. If the webshop sells across Europe, check whether there is an EU trademark, or whether one should be filed.
What should I check about VAT when buying a webshop that sells across the EU?
Whether the seller has charged and paid VAT correctly in the countries it sells to, usually through the EU One-Stop Shop. In a share deal, unpaid VAT stays with the company you buy.
What does a lawyer for a webshop acquisition cost?
We work with fixed fees per phase.
Publicaties
