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Understanding the difference in Works Council Netherlands Rights of Advice and Consent is crucial for fostering a collaborative and productive work environment.
Under Article 25 of the Dutch Works Councils Act, WOR [Wet op de ondernemingsraden], the Works Council advises on specified business decisions. Under Article 27, Works Council’s consent is required for specified arrangements affecting all employees or a group of employees.
The Dutch Works Council [ondernemingsraad, OR] is an internal body representing, promoting, and protecting the interest of the employees. The rules concerning the Works Council’s rights and responsibilities are described in the Works Councils Act Netherlands [WOR] and in this article we compare Articles 25 WOR and 27 WOR for a Dutch Works Council.
AT A GLANCE
What Are the Works Council’s Rights under Dutch Law?
The primary purpose of the Works Council Netherlands rights and interests is to safeguard employees in the workplace and include:
1. Right to be Consulted / Right of Advice article 25 and article 30 of the Works Councils Act
Discussion of important, proposed decisions, regarding the organisation, including the appointment / dismissal of the Director.
2. Right of Consent / Right of Approval article 27 of the Works Councils Act
Discussion of proposed decisions concerning substantial changes in the terms of the employment conditions.
3. Right for Initiative article 23 of the Works Councils Act
Discussion of topics during or outside the regular consultation meetings with the Director.
4. Right to be Informed article 31 of the Works Councils Act
General active and passive right to be provided with information reasonably necessary for the proper fulfilment of their tasks and duties.
Right of Advice vs Right of Consent Compared
| Right of Advice | Right of Consent |
| Article 25 Works Councils Act (WOR). | Article 27 Works Councils Act (WOR). |
| Proposed Decisions: Specified business decisions, including organisational changes where the relevant statutory conditions apply. | Proposed Decisions: Establishing, changing or withdrawing arrangements on the subjects listed in Article 27. |
| Examples: A reorganisation, relocation or investment. | Examples: Performance management system, working-time arrangement or employee-monitoring arrangement. |
| Request: Written advice while the Works Council can still substantially influence the decision. The Director [bestuurder] may depart from Works Council’s advice and must explain its reasons and follow the applicable procedure. | Request: Written consent before adopting the proposed arrangement. Without consent The Director [bestuurder] cannot proceed. |
| After written advice Works Council: Management informs the Council in writing. If the decision differs from the advice, a one-month implementation suspension normally applies. | After written consent Works Council: The Director [bestuurder] communicates the decision and implementation date in writing. |
| Dispute route: The Enterprise Chamber of the Amsterdam Court of Appeal, under Article 26. | Dispute Route: The subdistrict court, including substitute permission and disputes about invalidity. |
Right of Advice Explained
The Right of Advice [adviesrecht] of the Works Council Netherlands applies to significant proposed organisational or strategic decisions.
For example: company restructurings, major investments, mergers, or outsourcing arrangements.
For the proposed decision the Works Council must be consulted in a timely and meaningful way, but the final decision remains with the Director [bestuurder].
If the Works Council believes its advice was ignored without proper justification, it can challenge the decision before the Enterprise Chamber [Ondernemingskamer] in the Netherlands.
Timeline Request for Advice
The proposed decision for Works Council’s advice should be given to the Works Council in writing.
It should explain its reasons (the case for change), the expected consequences for employees (the impact) and the measures proposed to address those consequences and the timelines.
The Request for Advice must be requested at a stage when the Works Council can still materially influence the proposed decision.
The proposal must be discussed in at least one consultation meeting before the Works Council gives its advice.
There is no fixed statutory response period; the timetable should allow sufficient time for the Works Council to review the information, ask questions and consider alternatives.
Right of Consent Explained
Right of Consent [instemmingsrecht] applies to proposed decisions by the organisation that directly affect the employment conditions and day-to-day working life of employees.
For example: working hours schemes, performance management framework and systems, pension arrangements, and workplace health and safety policies. Without Works Council approval, these proposed decisions simply cannot be implemented by the organisation.
The Works Council has the right to withhold consent, and if it does, the organisation cannot proceed without going to court or reaching an agreement.
Timeline Request for Consent
The proposed decision for consent should be given to the Works Council in writing.
The letter with documentation should at minimum explain its reasons (the case for change), the expected consequences for employees (the impact) and the measures proposed to address those consequences and the timelines.
Following at least one consultation meeting, the Works Council communicates its decision in writing, with reasons.
Article 27 WOR does not prescribe a fixed response period. The Director and Works Council should agree a reasonable timetable that allows for review of the proposal, questions and consultation before the Works Council reaches its decision on consent.
Frequently Asked Questions
Does every HR Policy Require Consent?
No. Article 27 WOR lists specific subjects. In addition, the substance of the arrangement, any statutory exception and additional agreed rights determine whether consent is required.
Is a Positive Advice the same as Consent?
No. Advice under Article 25 WOR and consent under Article 27 WOR have different legal effects.
Does Consent Replace Individual Employee Agreement?
No. Employee participation rights and individual employment rights are separate. Contractual changes require their own legal assessment.
Support with Works Council Governance
Works Council processes look straightforward on paper, but in practice they require careful preparation, clear documentation, and a solid understanding of where the legal boundaries sit.
We support international organisations to:
- Correctly classify decisions as advice or consent before the Works Council consultation process starts.
- Draft and review compliant Requests for Advice and Requests for Consent.
- Structure timelines and communication documentation.
- Provide strategic and practical advice for Works Councils and Executives.
- Build ongoing Works Council governance frameworks and ways of working documents, that make the process repeatable.
Want to talk through a specific situation? Get in touch and book a free consultation.
