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Shareholding Agreement Template for Netherlands

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Key Requirements PROMPT example:

Shareholding Agreement

"Need a Shareholders' Agreement for a Dutch tech startup with three founding shareholders and one venture capital investor, including specific provisions for future funding rounds and an IPO exit strategy planned for Q3 2025."

Document background
The Shareholders' Agreement is a fundamental document in Dutch corporate governance, essential for companies with multiple shareholders operating under Netherlands jurisdiction. It becomes particularly relevant when establishing new companies, during investment rounds, or when restructuring existing shareholder relationships. The agreement comprehensively addresses critical aspects of shareholder relations, including share transfers, voting mechanisms, board composition, and profit distribution, all while ensuring compliance with Dutch corporate law and regulatory requirements. This document is crucial for preventing potential conflicts and providing clear procedures for decision-making and dispute resolution. The Shareholders' Agreement serves as a binding contract that complements the company's articles of association and provides additional layers of protection and clarity for all stakeholders involved.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company history and purpose of the agreement

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

4. Share Capital and Shareholding Structure: Details of share classes, numbers, and ownership percentages

5. Transfer Restrictions: Provisions governing the transfer of shares, including right of first refusal and tag-along/drag-along rights

6. Management and Decision Making: Governance structure, board composition, and decision-making processes

7. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Dividend Policy: Framework for profit distribution and dividend declarations

10. Information Rights: Shareholders' rights to company information and financial reports

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

12. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks

13. Term and Termination: Duration of the agreement and circumstances for termination

14. General Provisions: Standard clauses including governing law, notices, and amendments

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage in new share issues

2. Employee Share Scheme: Include when the company has or plans to implement employee share ownership programs

3. Intellectual Property Rights: Necessary for technology companies or when IP is a significant asset

4. Family Succession Planning: Required for family-owned businesses to address generational transfer

5. Exit Strategy: Important for startups and venture capital-backed companies

6. Anti-dilution Protection: Typically included when there are institutional investors

7. Put and Call Options: Optional rights for shareholders to sell or buy shares under specific conditions

8. Management Incentive Plans: Include when management shareholders have special rights or obligations

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholders

2. Schedule 2: Deed of Adherence: Template for new shareholders to become bound by the agreement

3. Schedule 3: Reserved Matters List: Detailed list of decisions requiring special approval

4. Schedule 4: Business Plan: Current business plan and strategic objectives

5. Schedule 5: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

6. Schedule 6: Competing Business Activities: Definition and scope of restricted competitive activities

7. Schedule 7: Initial Board Composition: List of initial directors and their roles

8. Schedule 8: Shareholders' Loans: Details of any existing shareholder loans and their terms

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

Financial Services

Real Estate

Retail

Healthcare

Energy

Agriculture

Transportation

Media and Entertainment

Construction

Education

Telecommunications

Biotechnology

E-commerce

Relevant Teams

Legal

Corporate Affairs

Executive Leadership

Board of Directors

Finance

Compliance

Risk Management

Investor Relations

Corporate Governance

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Company Secretary

Board Member

Director of Corporate Affairs

Investment Manager

Shareholder Relations Manager

Legal Counsel

Corporate Governance Officer

Managing Director

Business Development Director

Private Equity Manager

Venture Capital Manager

Risk Management Officer

Compliance Officer

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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