Document background
The Stock Purchase Agreement Private Company is a fundamental transaction document used in the Netherlands for the acquisition of shares in a private limited company (Besloten Vennootschap - B.V.). This agreement is essential when transferring ownership of a private company and must comply with Dutch corporate law requirements, including specific provisions of the Dutch Civil Code (Burgerlijk Wetboek). The document is typically prepared following extensive due diligence and negotiations, incorporating detailed provisions about the transaction structure, purchase price mechanisms, warranties, indemnities, and conditions precedent. It requires notarial execution under Dutch law and often includes specific provisions addressing local requirements such as works council consultation rights and corporate governance structures. The agreement serves as the cornerstone document that governs the entire transaction process, from signing through to completion and post-completion obligations.
