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Share Contribution Agreement

Share Contribution Agreement Template for Netherlands

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement under Dutch law for contributing 60% of shares in my tech startup to a holding company, with specific provisions for maintaining my position as CEO and protecting minority shareholders' rights."

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Document background
A Share Contribution Agreement is essential in Dutch corporate transactions where shares are being contributed to another entity, often as part of corporate restructuring, group reorganization, or investment arrangements. The document is governed by Dutch law and must comply with the requirements of the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 2 and 3. It contains detailed provisions regarding the contribution process, including description of the shares being contributed, consideration, warranties, and completion mechanics. The agreement requires notarial execution when involving Dutch private limited liability companies (BVs) or public limited companies (NVs). It's commonly used in scenarios such as corporate group restructurings, joint venture formations, and investment structures where share capital is being reorganized or consolidated.
Suggested Sections

1. Parties: Identification of the contributing party(ies) and receiving entity, including full legal names and registration details

2. Background: Context of the transaction, including description of the shares being contributed and purpose of the contribution

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

4. Contribution: Details of the shares being contributed, including number, class, and nominal value

5. Consideration: Description of what the contributor receives in exchange (e.g., shares in the receiving entity)

6. Conditions Precedent: Conditions that must be satisfied before the contribution can be completed

7. Completion: Process and mechanics for completing the contribution, including timing and required actions

8. Warranties: Standard warranties regarding ownership, authority, and capacity to contribute the shares

9. Covenants: Ongoing obligations of the parties regarding the contributed shares

10. Tax Matters: Treatment of tax implications and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Signing: Execution blocks for all parties

Optional Sections

1. Anti-dilution Protection: Include when the contributor requires protection against future share issuances

2. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales

3. Employee Matters: Include when the contribution affects employment relationships or requires works council consultation

4. Regulatory Compliance: Include when the transaction requires specific regulatory approvals or notifications

5. Integration Provisions: Include when the contribution is part of a larger transaction or corporate restructuring

6. Non-Competition: Include when restrictions on future competitive activities are required

7. Intellectual Property: Include when IP rights are relevant to the contributed shares or underlying business

Suggested Schedules

1. Details of Contributed Shares: Detailed description of the shares being contributed, including share certificates numbers and shareholding history

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

3. Form of Transfer Deed: Standard form deed of transfer compliant with Dutch law requirements

4. Corporate Documents: Copies of relevant corporate approvals, powers of attorney, and registration documents

5. Warranties: Detailed warranties and any specific disclosures against them

6. Group Structure Charts: Pre and post-contribution corporate structure diagrams

7. Valuation Report: If applicable, independent valuation of the contributed shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Professional Services

Retail

Construction

Agriculture

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Tax

Compliance

Board Secretariat

Treasury

Risk Management

Corporate Governance

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Legal

Legal Director

Corporate Lawyer

M&A Lawyer

Finance Director

Tax Director

Investment Manager

Corporate Development Manager

Compliance Officer

Board Member

Managing Director

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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