The fastest way to lose momentum in due diligence is not a weak valuation model; it is a messy file structure that forces everyone to hunt for “the latest” document.
In Dutch M&A, where bidders expect speed, version control, and clear auditability, your virtual data room (VDR) folder tree becomes the operating system of the deal. It determines how quickly advisers can review, how confidently management can answer questions, and how smoothly you can move from first-round interest to signing.
Many sellers and project teams worry about three practical problems: “What folders do we need for a Netherlands-style transaction?”, “How deep should we nest folders before navigation becomes painful?”, and “How do we structure access so sensitive HR or customer information is protected without slowing the process?” This guide answers those questions with a copy-and-paste template and a set of rules that work across most Dutch share deals and asset deals.
What a “Dutch M&A” data room needs to handle
While many folder trees look similar across jurisdictions, Dutch transactions regularly introduce review areas that need explicit “homes” in the VDR:
- Corporate and governance reflecting Dutch entities (e.g., B.V. structures), shareholder resolutions, and management board documentation.
- Works council and employee participation topics (where applicable), including consultation processes and internal policies.
- Privacy and information security evidence for GDPR compliance and supplier risk management, often requested earlier than teams expect.
- Commercial contracts with assignment/termination clauses, and in some sectors, regulated licensing or permits.
- Financial and tax materials that allow fast “tie-out” between statutory accounts, management accounts, and underlying ledgers.
Whether you are using a classic VDR (e.g., Datasite, Intralinks, Ideals, Firmex) or a controlled SharePoint environment, buyers will judge readiness by the clarity of navigation and the consistency of naming and permissions.
Designing your dataroom index: principles that prevent rework
A good folder tree is not simply a list of topics; it is a workflow map that mirrors how diligence teams actually review. A well-built dataroom index reduces follow-up questions because documents are predictable to find, comparable across subsidiaries, and labeled consistently.
1) Start with deal stages, not departments
Department-based structures (“Finance”, “Legal”, “HR”) feel intuitive internally, but external reviewers work by diligence streams and risk areas. Keep top-level folders aligned to diligence workstreams (Corporate, Financial, Tax, Legal, HR, IT, Commercial, Real Estate, ESG/Compliance). Departments can still appear one level down if needed.
2) Keep depth shallow and meaning clear
Most teams over-nest folders. As a rule of thumb, aim for 2–4 levels deep. If you need more, introduce a “by entity” split or a “by year” split, but not both at every level. A reviewer should reach a document in under five clicks.
3) Use numeric prefixes for stable ordering
Alphabetical sorting breaks when you add new sections mid-process. Numbered prefixes maintain order across platforms and exports (PDF indexes, offline archives). Use two digits for top-level folders (01–15) and two digits for second-level (01.01–01.10).
4) Separate “source truth” from “derived views”
Buyers often ask for both raw and summarized information (e.g., trial balances and the bridge to EBITDA). Create a predictable place for primary source documents, and a separate subfolder for analyses, reconciliations, and management presentations. This helps avoid disputes about which number is authoritative.
5) Plan permissions from day one
In many Dutch deals, you will need at least two permission tiers: (a) general bidder access and (b) restricted access (HR files, customer lists, security documentation, litigation). If your VDR supports it, use groups such as “Bidder A”, “Bidder A Legal”, “Bidder A Financial”, “Seller Admin”, and “Management”. If not, consider splitting restricted materials into a separate “Restricted” area with explicit approval gates.
Free folder tree template (copy/paste)
The structure below is designed to work for a typical Dutch sell-side process. It supports first-round and second-round diligence, and it is compatible with most export formats (ZIP archives and PDF indices). Adjust it for your industry, but try not to rename core headings once bidders have started referencing them in Q&A.
| Folder | Purpose | Typical contents |
|---|---|---|
| 00_Admin | Control & navigation | Read-me, contact list, process letter, Q&A rules, document naming rules |
| 01_Corporate | Entity & governance baseline | Group chart, articles, shareholder register, board/shareholder resolutions, POAs |
| 02_Transaction | Deal-specific documents | Teaser/IM, bid instructions, draft SPA/APA, disclosure letter drafts, timetable |
| 03_Financial | Financial diligence core | Annual reports, management accounts, trial balances, working capital analysis, debt schedule |
| 04_Tax | Dutch tax position | CIT/VAT filings, tax rulings/correspondence, transfer pricing, tax losses, tax audits |
| 05_Legal_Contracts | Contract risk | Customer and supplier contracts, GTCs, distribution/agency, NDA templates, change-of-control clauses |
| 06_HR | People diligence | Headcount list, employment templates, pension arrangements, bonus schemes, policies, works council items |
| 07_IT_DataPrivacy_Security | Tech and compliance readiness | System landscape, key licenses, data processing agreements, DPIAs, incident logs (if disclosable), security policies |
| 08_IP | Intangibles and ownership | Trademarks, patents, copyrights, software code escrow, invention assignments, domain list |
| 09_RealEstate | Property footprint | Leases, title, zoning/permits, environmental reports, facility contracts |
| 10_Regulatory_Compliance | Sector obligations | Licenses, certifications, AML/KYC policies (if applicable), audit reports, whistleblowing policy |
| 11_Insurance | Coverage and claims | Policies, claims history, broker summaries, coverage limits |
| 12_Litigation_Disputes | Legal exposure | Ongoing cases, legal letters, settlement agreements, threatened claims |
| 13_ESG | Environmental/social/governance requests | ESG policies, CO2 reporting (if any), supplier code, H&S documents |
| 14_Commercial | Market and pipeline | Top customer overview, churn, pipeline summaries, pricing policies, product roadmap excerpts |
| 15_Appendices | Overflow with rules | Non-standard materials with clear naming and cross-references |
Recommended subfolder pattern (repeatable)
To keep every section consistent, apply the same internal pattern where it makes sense:
- 01_Source_Documents
- 02_Summaries_Analyses
- 03_Correspondence_Audits
- 04_Translations (only when needed)
Consistency matters more than perfection. Reviewers quickly learn where to look, and your team can upload faster with fewer misplacements.
Naming conventions that diligence teams actually like
The folder tree is only half the story. Naming rules are what make search, filters, and exports reliable.
File naming formula
Use a predictable format, for example:
[Entity]_[Topic]_[Counterparty]_[YYYY-MM-DD]_[Version]
Examples:
- NL_Holding_ShareholdersResolution_2025-11-30_vFinal.pdf
- OpCo1_CustomerAgreement_TopCustomerA_2024-06-01_v2.pdf
- Group_IT_License_Microsoft_2025-01-15_v1.pdf
Versioning rules
- Avoid “final_final2”. Use v1, v2, v3 and reserve vFinal for signed or issued documents.
- If your VDR offers version history, still keep the version in the filename for exported archives.
- Lock signed documents (PDF) to avoid accidental edits, and store editable originals in a restricted subfolder if needed.
Where to put Dutch-specific items (and how to present them)
Works council and employee participation
If a works council process is relevant, do not bury it in general HR. Create a dedicated subfolder inside HR (for example, 06_HR/03_WorksCouncil) with a short index note describing what is included and what is intentionally excluded at this stage.
Privacy documentation under GDPR
Buyers increasingly request evidence rather than promises. When you upload privacy materials, group them by theme (governance, processing registers, contracts, security measures) and add a one-page overview that explains how the program is organized.
For canonical legal context on obligations and terminology, you can reference the text of the GDPR on EUR-Lex (Regulation (EU) 2016/679). In practice, diligence teams will focus on whether your documentation is coherent, current, and aligned with how the business truly processes personal data.
Information security evidence without oversharing
Security reviewers want proof of control, but you do not have to disclose sensitive exploit paths to every bidder in round one. Use a staged approach:
- Round 1: policies, certifications, high-level architecture, vendor risk overview, security awareness approach.
- Round 2 (restricted): detailed network diagrams, pen test executive summaries, incident post-mortems, privileged access controls.
If you need an authoritative Dutch reference point for baseline cyber hygiene topics, the Netherlands’ National Cyber Security Centre provides practical guidance via NCSC. Use that guidance to inform what you disclose and how you describe compensating controls.
How to adapt the template to your VDR provider
Most modern platforms used by virtual data room providers in the Netherlands support the same core controls: granular permissions, watermarking, Q&A, audit trails, and bulk upload. The difference is how quickly your team can administer them.
Permissions and bidder separation
Set up security groups before documents land. If you need to restructure later, you risk broken links in Q&A references and duplicated uploads. Typical approaches include:
- Multiple bidder workspaces: best for competitive auctions; clean separation but more administration.
- Single workspace with bidder groups: faster to set up; requires disciplined permissions and careful testing.
Watermarks, printing, and offline access
Decide early whether printing is allowed, whether downloads are blocked in round one, and how watermarks appear (user name, timestamp, bidder name). These choices influence reviewer behavior and the number of “please export this” requests you receive.
Q&A mapping
Q&A modules work best when every question can reference an exact folder and file name. That is another reason the dataroom index should be stable before you open access.
If you want an example of how an index can be presented and aligned with folder numbering, see this dataroom index reference and compare it with the template above to fit your transaction style.
Go-live checklist (before you invite bidders)
Before sending invitations, run a short operational test. Would you rather discover a permission mistake now, or after a bidder screenshots an HR file they should never have seen?
- Freeze top-level numbering: ensure the first 10–15 folders are stable and complete.
- Run a “least privilege” test: log in as a bidder role and confirm restricted areas are invisible.
- Upload in batches: verify that bulk uploads preserve folder paths and filenames.
- Check searchability: confirm PDFs are OCR-readable where possible (scan quality matters).
- Confirm export readiness: test a folder export and confirm names remain intelligible offline.
- Prepare an index note: a short read-me explaining structure, update cadence, and where to ask questions.
Common mistakes (and simple fixes)
- Mistake: Mixing drafts and signed contracts in the same folder.
Fix: Separate “Drafts” and “Signed/Effective” subfolders, or use clear suffixes. - Mistake: One “Misc” folder that becomes a dumping ground.
Fix: Use “Appendices” with strict naming plus a short log explaining what each item is. - Mistake: Uploading sensitive lists too early (customer lists, salaries, security details).
Fix: Stage disclosure and use restricted folders with explicit approval. - Mistake: Inconsistent entity naming (OpCo, OPCO, OperatingCo).
Fix: Define entity codes in 00_Admin and enforce them across filenames. - Mistake: No owner per folder.
Fix: Assign one internal owner per top-level section who approves uploads and answers placement questions.
Practical tips for faster diligence and fewer Q&A cycles
Create “summary-first” landing documents
For high-traffic folders like Financial, Tax, Legal Contracts, and IT, add a one- or two-page summary at the top of each folder. This does not replace primary documents; it tells reviewers what to expect and where the key items are. A simple PDF created in Microsoft Word or Google Docs can cut repetitive questions dramatically.
Use consistent time windows
If you provide financials for 2023–2025, apply the same window to commercial KPIs, HR headcount trends, and major contract lists where feasible. Reviewers notice gaps, and gaps trigger questions.
Document “known limitations” proactively
Is there a contract you cannot disclose until a later stage? Is a pending audit report not yet issued? Add a short note in the relevant folder stating what is missing, why, and when it will be provided. This keeps trust high even when disclosure must be staged.
Conclusion: treat structure as a deal deliverable
The folder tree is not administration; it is the interface between your business and the buyer’s decision-making process. When you implement a clean, numbered structure, enforce naming discipline, and stage sensitive disclosures with proper permissions, you reduce risk while speeding up review.
Use the template above as your baseline, adjust for industry specifics, and keep the dataroom index stable once bidders are active. With that foundation, the rest of the VDR features, including audit trails, Q&A, and watermarking, can do their job properly.