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Stock Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Stock Subscription Agreement

"I need a Stock Subscription Agreement for my Dutch technology startup issuing 10,000 Series A preferred shares to a venture capital investor, with specific anti-dilution protections and board appointment rights for the investor."

Document background
The Stock Subscription Agreement is a fundamental document used in Dutch corporate transactions when a company issues new shares to investors. It is essential for both private and public companies seeking to raise capital, document investment terms, and ensure compliance with Dutch corporate law requirements. The agreement typically includes detailed provisions about the share subscription process, payment terms, representations and warranties, and closing conditions. It must comply with the Dutch Civil Code (Burgerlijk Wetboek) and, where applicable, the Financial Supervision Act (Wet op het financieel toezicht). The document is particularly important in investment rounds, corporate restructurings, and strategic partnerships where new shares are being issued. For listed companies, additional regulatory requirements may apply.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the transaction, including company status and reason for share issuance

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

4. Subscription and Issue: Details of shares being subscribed for, including number, class, and price

5. Payment Terms: Terms and method of payment for the subscribed shares

6. Closing Conditions: Conditions precedent to the completion of the subscription

7. Closing: Process and requirements for completing the transaction

8. Representations and Warranties: Statements of fact and assurances from both the company and subscriber

9. Covenants: Ongoing obligations of the parties

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

12. General Provisions: Standard legal provisions including governing law, jurisdiction, and amendment procedures

Optional Sections

1. Tag-Along Rights: Include when existing shareholders are granted the right to join in the sale of shares

2. Anti-Dilution Protection: Include when subscribers are protected against future dilution of their shareholding

3. Board Appointment Rights: Include when the subscription grants rights to appoint board members

4. Pre-emptive Rights: Include when subscribers are granted rights in future share issues

5. Lock-up Period: Include when there are restrictions on the transfer of shares for a specific period

6. Regulatory Compliance: Include when specific regulatory requirements apply to the share issue

7. Tax Matters: Include when specific tax considerations need to be addressed

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of the company's share capital before and after the subscription

2. Schedule 2 - Subscription Details: Detailed breakdown of shares being subscribed for, including price calculation

3. Schedule 3 - Closing Checklist: List of documents and actions required for closing

4. Schedule 4 - Form of Board Resolution: Template for board approval of share issuance

5. Schedule 5 - Warranties: Detailed warranties given by the company and/or subscriber

6. Appendix A - Articles of Association: Current articles of association of the company

7. Appendix B - Shareholders Agreement: Existing shareholders agreement (if applicable)

8. Appendix C - Share Certificate Template: Form of share certificate to be issued

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

Financial Services

Healthcare

Manufacturing

Real Estate

Energy

Telecommunications

Consumer Goods

Professional Services

Infrastructure

Life Sciences

E-commerce

Media and Entertainment

Agriculture

Clean Technology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Treasury

Executive Management

Board of Directors

Corporate Secretariat

Investment Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Manager

Legal Counsel

Finance Director

Corporate Development Manager

Investment Banker

Private Equity Manager

Venture Capital Manager

Board Member

Company Director

Compliance Officer

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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