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Shareholder Redemption Agreement

Shareholder Redemption Agreement Template for Netherlands

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Key Requirements PROMPT example:

Shareholder Redemption Agreement

"Need a Shareholder Redemption Agreement for our Dutch BV company to buy back 2,500 shares from a retiring founder, with payment to be made in three installments over 2025, and including non-compete provisions."

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Document background
The Shareholder Redemption Agreement is a crucial document used when a company wishes to buy back its shares from existing shareholders under Dutch law. This situation commonly arises during shareholder exits, corporate restructuring, or strategic business decisions. The agreement must comply with Dutch corporate law requirements, particularly those set forth in the Dutch Civil Code regarding capital maintenance and shareholder protection. It includes essential elements such as share valuation methods, payment terms, tax considerations, and necessary corporate approvals. The document is particularly important for private companies and requires careful consideration of both corporate and tax implications. The agreement should address potential works council requirements and ensure compliance with financial assistance prohibitions under Dutch law.
Suggested Sections

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Context of the redemption, including current shareholding structure and reason for redemption

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

4. Agreement to Redeem: Core agreement for the company to redeem shares from the selling shareholder(s)

5. Purchase Price: Specification of the redemption price and valuation method

6. Payment Terms: Terms and conditions of payment, including timing and method

7. Completion: Requirements and process for completing the redemption transaction

8. Representations and Warranties: Standard representations and warranties from both parties

9. Pre-Completion Obligations: Obligations of parties before the completion date

10. Tax Matters: Treatment of tax implications and responsibilities

11. Confidentiality: Confidentiality obligations regarding the transaction

12. Notices: Process for serving notices under the agreement

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Non-Competition: Restrictions on selling shareholder's future business activities, used when selling shareholder might compete

2. Installment Payments: Detailed terms for payment in installments, used when full payment isn't made at completion

3. Security Arrangements: Security provisions for deferred payments, used with installment payment arrangements

4. Works Council Approval: Provisions regarding works council approval, required when employee interests are affected

5. Third Party Consents: Requirements for obtaining third party consents, used when external approvals are needed

6. Continuing Obligations: Ongoing obligations of selling shareholder, used when maintaining certain responsibilities post-redemption

7. Employee Matters: Provisions regarding impact on employment, used when selling shareholder is also an employee

Suggested Schedules

1. Share Details: Detailed description of shares being redeemed, including share certificates

2. Completion Requirements: Checklist of documents and actions required for completion

3. Calculation of Purchase Price: Detailed calculation methodology and figures for share valuation

4. Form of Transfer Deed: Template deed of transfer for the shares

5. Shareholder Resolutions: Required corporate resolutions authorizing the redemption

6. Payment Schedule: Detailed payment timeline if installment payments apply

7. Tax Calculations: Details of tax implications and calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions































Clauses






























Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Media & Entertainment

Telecommunications

Consulting

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Tax

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Shareholder Relations

Investment

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Finance Director

Legal Director

Tax Director

Corporate Lawyer

Finance Manager

Compliance Officer

Company Director

Board Member

Corporate Governance Officer

Shareholder Relations Manager

Investment Manager

Business Development Director

Managing Partner

Financial Controller

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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