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50 50 Shareholder Agreement Template for Netherlands

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Key Requirements PROMPT example:

50 50 Shareholder Agreement

"I need a 50-50 Shareholder Agreement for a Dutch technology startup, with strong IP protection clauses and provisions for potential future investment rounds, as we plan to seek venture capital funding by March 2025."

Document background
A 50-50 Shareholder Agreement is a crucial document for businesses where two parties hold equal ownership stakes in a company under Dutch law. This type of agreement is particularly important as it provides a framework for managing potential deadlock situations that can arise in equal ownership structures. The document should be implemented at the company's formation or when transitioning to a 50-50 ownership structure. It covers essential aspects such as corporate governance, decision-making processes, dispute resolution mechanisms, and share transfer restrictions, all while ensuring compliance with Dutch corporate law requirements. The agreement is particularly relevant for joint ventures, family businesses, and professional partnerships where equal ownership is desired or required. Given the complex nature of Dutch corporate law and the specific challenges of 50-50 ownership structures, this agreement typically requires careful consideration of both legal and practical business aspects.
Suggested Sections

1. Parties: Identification of the shareholders and the company

2. Background: Context of the agreement and history of the company

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Shareholding Structure: Details of share ownership, classes of shares, and capital structure

5. Management and Decision Making: Board composition, voting rights, and decision-making processes

6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings

7. Reserved Matters: Decisions requiring unanimous shareholder approval

8. Deadlock Resolution: Procedures for resolving disputes when shareholders cannot agree

9. Transfer of Shares: Rules and restrictions regarding the transfer of shares

10. Tag-Along and Drag-Along Rights: Rights of shareholders in case of share transfers

11. Valuation: Methods for determining share value in various scenarios

12. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information

13. Termination: Circumstances and procedures for terminating the agreement

14. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction

Optional Sections

1. Dividend Policy: Specific arrangements for profit distribution, used when shareholders want to formalize dividend expectations

2. Intellectual Property Rights: Arrangements for IP ownership and licensing, needed when IP is significant to the business

3. Employee Share Schemes: Framework for employee participation in share ownership, included when planning employee incentivization

4. Exit Strategy: Planned exit mechanisms like IPO or sale, included when shareholders want to plan for future exit

5. Additional Funding: Procedures for providing additional capital, important when future funding needs are anticipated

6. Related Party Transactions: Rules for dealing with related party transactions, needed when shareholders have other business interests

7. Good Leaver/Bad Leaver Provisions: Specific provisions for when shareholders leave the company, useful for professional service companies

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share ownership and share classes

2. Board Composition: Current board members and their roles

3. Reserved Matters List: Comprehensive list of decisions requiring unanimous approval

4. Company Details: Registration numbers, registered address, and other corporate information

5. Deed of Adherence: Template for new shareholders joining the agreement

6. Valuation Methodology: Detailed procedures for share valuation

7. Business Plan: Initial business plan and strategy

8. Shareholders' Particulars: Detailed information about each shareholder

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












































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Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Construction

Media and Entertainment

Financial Services

Consulting

Energy

Agriculture

Transportation and Logistics

Education and Training

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Secretariat

Business Development

Strategic Planning

Risk Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Business Owner

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Business Development Director

Chief Operating Officer

Partnership Manager

Compliance Officer

Corporate Governance Officer

Board Member

Shareholder Relations Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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