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Membership Interest Agreement Template for Netherlands

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Key Requirements PROMPT example:

Membership Interest Agreement

"I need a Membership Interest Agreement for the transfer of 25% membership interest in our Dutch tech startup to a new investor, with closing planned for March 2025 and including standard drag-along rights."

Document background
The Membership Interest Agreement is a crucial document used in the Netherlands when transferring ownership stakes in private limited companies (BVs) or cooperatives. It is primarily utilized during partial or complete ownership transfers, company restructuring, or when bringing in new investors. The agreement must comply with Dutch Civil Code requirements and typically includes detailed provisions on transfer terms, purchase price, representations and warranties, governance rights, and transfer restrictions. This document is essential for maintaining legal compliance while protecting all parties' interests and ensuring smooth ownership transitions. It often requires notarial execution and registration with the Dutch Commercial Register (Handelsregister) to be legally effective.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, current members, and new members

2. Background: Context of the agreement, including company information and purpose of the membership interest transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Transfer of Membership Interest: Core terms of the membership interest transfer, including percentage/units being transferred and consideration

5. Purchase Price and Payment: Details of the purchase price, payment terms, and payment method

6. Closing: Conditions precedent, closing mechanics, and timing

7. Representations and Warranties: Statements of fact and assurances from both transferor and transferee

8. Company Governance: Rights and obligations regarding company management and decision-making

9. Transfer Restrictions: Limitations on future transfers, right of first refusal, and other transfer conditions

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process and requirements for formal communications between parties

12. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Include when minority members need protection to join in sales by majority members

2. Drag-Along Rights: Include when majority members need the right to force minority members to join in a sale

3. Pre-emptive Rights: Include when existing members should have priority rights to subscribe for new membership interests

4. Non-Competition: Include when transferring members should be restricted from competing with the company

5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

6. Earn-Out Provisions: Include when part of the purchase price is contingent on future performance

7. Member Loans: Include when there are outstanding member loans that need to be addressed

Suggested Schedules

1. Schedule 1 - Company Information: Detailed information about the company, including registration details and current ownership structure

2. Schedule 2 - Membership Interest Details: Specific details of the membership interests being transferred

3. Schedule 3 - Closing Deliverables: List of documents and actions required for closing

4. Schedule 4 - Company Accounts: Recent financial statements or management accounts

5. Schedule 5 - Disclosed Information: Information disclosed against the warranties

6. Appendix A - Form of Transfer Deed: Standard form for executing the transfer under Dutch law

7. Appendix B - Shareholders' Register Update: Template for updating the shareholders' register

8. Appendix C - Corporate Resolutions: Required company resolutions approving the transfer

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

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