The Common Stock Purchase Agreement is a crucial document used in Dutch corporate transactions for the sale and purchase of shares in a company. It is typically employed when investors or companies wish to acquire equity ownership in a Dutch entity, whether as part of a strategic investment, corporate restructuring, or expansion strategy. The agreement must conform to Dutch legal requirements, including mandatory notarial execution for share transfers, and addresses key aspects such as purchase price, payment mechanisms, representations and warranties, and closing conditions. This document is particularly important in the Netherlands due to specific corporate law requirements and governance structures, making it essential for both domestic and cross-border transactions. The agreement serves as the primary document governing the relationship between the selling shareholder(s) and the purchaser(s), establishing their respective rights, obligations, and protections under Dutch law.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total purchase price
5. Purchase Price and Payment: Payment terms, method, and timing of payment
6. Closing: Conditions precedent, closing mechanics, and deliverables
7. Representations and Warranties of Seller: Seller's statements regarding authority, share ownership, and company status
8. Representations and Warranties of Purchaser: Purchaser's statements regarding authority and ability to complete transaction
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Indemnification: Terms for compensation in case of breach or losses
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Include when majority shareholders want right to force minority to join in sale
3. Anti-dilution Provisions: Include when protecting against future dilution of ownership percentage
4. Multiple Closings: Include when purchase will occur in multiple tranches
5. Board Appointment Rights: Include when purchase includes rights to appoint board members
6. Registration Rights: Include for potential future public offering scenarios
7. Non-Competition and Non-Solicitation: Include when seller must be restricted from competing activities
8. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
1. Schedule 1 - Share Details: Detailed description of shares being sold, including class, rights, and certificate numbers
2. Schedule 2 - Company Information: Key company details including corporate structure, subsidiaries, and material contracts
3. Schedule 3 - Disclosure Schedule: Exceptions to representations and warranties
4. Schedule 4 - Required Consents: List of third-party consents needed for transaction
5. Schedule 5 - Encumbrances: List of any existing liens or encumbrances on the shares
6. Appendix A - Form of Share Transfer Deed: Standard Dutch law form for transfer of shares
7. Appendix B - Shareholders' Resolution: Required corporate approvals for the transaction
8. Appendix C - Board Resolution: Board approval of the transaction
Find the exact document you need
Conditional Share Purchase Agreement
Dutch law-governed agreement for conditional sale and purchase of company shares, subject to specified conditions precedent.
Download
Agreement For Sale Of Shares To Another Shareholder
A Dutch law-governed agreement for the sale and transfer of company shares between existing shareholders, including terms, conditions, and statutory compliance requirements.
Download
Company Share Purchase Agreement
A Dutch law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and closing conditions.
Download
Stock Subscription Agreement
A Dutch law-governed agreement documenting the terms and conditions for the subscription of newly issued shares in a company, including price, number of shares, and related rights and obligations.
Download
Stock Purchase Agreement Private Company
A Dutch law-governed agreement for the sale and purchase of shares in a private company (B.V.), detailing transaction terms, warranties, and completion requirements.
Download
Forward Share Purchase Agreement
A Dutch law-governed agreement setting out terms for a future purchase of shares, including price, conditions, and completion arrangements.
Download
Common Stock Purchase Agreement
Dutch law-governed agreement for the purchase and sale of common stock, including terms, conditions, and statutory requirements for share transfer.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)