Document background
The Membership Interest Purchase Agreement is a crucial document used in M&A transactions involving Dutch private companies where membership interests are being transferred from one party to another. This agreement is specifically tailored to comply with Dutch legal requirements, including the mandatory involvement of a civil law notary for the transfer of membership interests. The document serves as the primary transaction document that governs the terms of sale, including purchase price, payment terms, representations and warranties, and closing conditions. It's particularly important in private company transactions where shares are not publicly traded, and the transfer requires careful documentation of all agreed terms and conditions. The agreement must address specific Dutch law considerations such as works council requirements, registration with the Commercial Register (Handelsregister), and compliance with corporate governance requirements under the Dutch Civil Code.
