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Startup Equity Agreement Template for Netherlands

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Key Requirements PROMPT example:

Startup Equity Agreement

"I need a Startup Equity Agreement under Dutch law for our Series A funding round closing in March 2025, involving three venture capital investors who will collectively acquire 25% of our technology company's shares, with specific anti-dilution and board representation provisions."

Document background
The Startup Equity Agreement serves as a fundamental legal framework for Dutch startups managing their ownership structure and shareholder relationships. This document is essential when establishing initial equity distribution, bringing in new investors, or implementing employee equity programs. It needs to comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code and relevant financial regulations. The agreement typically becomes relevant during company formation, funding rounds, or when implementing employee stock option plans. It covers crucial aspects such as share classes, voting rights, transfer restrictions, anti-dilution provisions, and exit rights. The Startup Equity Agreement is particularly important in the Dutch startup ecosystem, where clear equity structures are essential for attracting investment and ensuring sustainable growth.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investors

2. Background: Context of the agreement, including company status and purpose of the equity arrangement

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

4. Share Capital and Ownership: Details of the company's share capital structure and current ownership

5. Subscription and Purchase: Terms of the equity subscription or purchase, including price and payment terms

6. Representations and Warranties: Statements of fact and assurances from both the company and shareholders

7. Transfer Restrictions: Limitations and conditions on the transfer of shares

8. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and facilitating company sale

9. Anti-Dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds

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

11. Board Composition: Structure and appointment rights for the board of directors

12. Reserved Matters: Decisions requiring special shareholder approval

13. Confidentiality: Provisions regarding confidential information handling

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

15. Governing Law and Jurisdiction: Specification of Dutch law application and dispute resolution

Optional Sections

1. Employee Share Scheme: Details of employee equity participation, included when the agreement involves employee stock options

2. Intellectual Property Rights: IP ownership and transfer provisions, important for technology startups

3. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included for founder or key shareholder agreements

4. Good Leaver/Bad Leaver Provisions: Terms for share treatment upon shareholder exit, particularly relevant for founder/employee shareholders

5. Preference Rights: Special rights for preferred shareholders, included in venture capital investment rounds

6. Exit Strategy: Specific provisions regarding company sale or IPO, included for growth-focused startups

7. Investment Milestones: Performance-based investment conditions, relevant for staged investments

8. Management Participation: Specific terms for management shareholders, included when management holds equity

Suggested Schedules

1. Schedule 1: Cap Table: Detailed breakdown of current and post-investment share ownership

2. Schedule 2: Subscription Details: Specific details of share numbers, classes, and prices

3. Schedule 3: Company Information: Key company details including registration numbers and address

4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement

5. Schedule 5: Reserved Matters List: Detailed list of decisions requiring special approval

6. Schedule 6: Initial Business Plan: Company's current business plan and projections

7. Appendix A: Share Certificate Template: Template for share certificates

8. Appendix B: Shareholder Resolutions: Required shareholder resolutions for agreement implementation

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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Relevant Industries

Technology

Software Development

Fintech

Biotech

Clean Energy

E-commerce

Healthcare Technology

Agricultural Technology

Digital Media

Manufacturing

Professional Services

Consumer Products

Artificial Intelligence

Robotics

Sustainability

Education Technology

Relevant Teams

Legal

Finance

Executive Leadership

Human Resources

Corporate Development

Investment Relations

Board of Directors

Corporate Governance

Compliance

Operations

Relevant Roles

CEO

CFO

Founder

Co-Founder

Startup Attorney

Corporate Lawyer

Investment Manager

Venture Capital Partner

Angel Investor

Board Member

HR Director

Chief Legal Officer

Company Secretary

Financial Controller

Business Development Director

Chief Technology Officer

Operations Director

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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