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Company Share Agreement for the Netherlands

Company Share Agreement Template for Netherlands

A Company Share Agreement under Dutch law is a legally binding document that governs the sale and transfer of shares between parties in a Dutch company. This comprehensive agreement outlines the terms and conditions of the share transfer, including purchase price, payment terms, warranties, and various shareholder rights and obligations. The document ensures compliance with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek), and includes provisions for corporate governance, share transfer restrictions, and shareholder protection mechanisms. It serves as the primary document for executing and recording share ownership changes while protecting the interests of all involved parties.

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What is a Company Share Agreement?

The Company Share Agreement is a crucial document used in Dutch corporate transactions when transferring ownership of company shares between parties. It is essential for both private and public companies operating under Dutch law, though its specific provisions may vary depending on the company's size and structure. This agreement typically includes detailed information about the share transfer process, purchase price calculations, payment mechanisms, warranties and representations, and various shareholder protection provisions. When implementing a Company Share Agreement, parties must ensure compliance with Dutch corporate law requirements, including those specified in the Dutch Civil Code and relevant financial regulations. The document is particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, providing a clear framework for executing share transfers while protecting all stakeholders' interests.

What sections should be included in a Company Share Agreement?

1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s), and the company

2. Background: Context of the transaction, including current shareholding structure and reason for the transfer

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Completion: Mechanics and requirements for closing the transaction

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Warranties and Representations: Standard warranties from both seller and purchaser

8. Company Management: Post-completion management structure and decision-making processes

9. Transfer Restrictions: Limitations on future share transfers and pre-emptive rights

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

13. General Provisions: Standard boilerplate clauses including severability and entire agreement

What sections are optional to include in a Company Share Agreement?

1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale

3. Anti-Dilution Protection: Include when protecting against future share issuances that might dilute existing shareholders

4. Put and Call Options: Include when parties want rights to force purchase/sale in specific circumstances

5. Non-Competition Provisions: Include when selling shareholders should be restricted from competing

6. Dividend Policy: Include when specific dividend arrangements need to be agreed

7. Dead-Lock Resolution: Include when equal shareholdings create risk of decision-making deadlock

8. Employee Matters: Include when the transaction affects key employees or employment arrangements

What schedules should be included in a Company Share Agreement?

1. Share Details: Details of shares being transferred including share certificates numbers and class rights

2. Completion Requirements: Checklist of documents and actions required for completion

3. Warranties: Detailed seller's warranties about the company and shares

4. Company Information: Key company details including corporate structure and financial information

5. Encumbrances: List of any existing charges or encumbrances on the shares

6. Board Resolutions: Required corporate approvals and resolutions

7. Shareholders' Register: Current and post-completion shareholders' register entries

8. Articles of Association: Current articles and any agreed amendments

9. Due Diligence Findings: Summary of key due diligence findings and disclosed matters

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Cost

Free to use
Relevant legal definitions










Clauses








































Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Energy

Transportation

Agriculture

Construction

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Corporate Secretariat

Investment

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Finance Director

Mergers & Acquisitions Director

Investment Manager

Corporate Development Manager

Legal Counsel

Compliance Officer

Board Member

Managing Director

Shareholder Relations Manager

Industries








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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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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