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Stakeholders Agreement Template for Netherlands

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Key Requirements PROMPT example:

Stakeholders Agreement

"I need a Stakeholders Agreement for a Dutch tech startup with 3 founders and 2 venture capital investors, including specific provisions for future funding rounds and an expected IPO by March 2025."

Document background
The Stakeholders Agreement is a crucial document used when multiple parties hold interests in a Dutch company, whether as shareholders, investors, or other stakeholders. It becomes particularly relevant during company formation, investment rounds, or restructuring phases. This agreement, governed by Dutch law and compliant with the Dutch Civil Code (Burgerlijk Wetboek), provides a comprehensive framework for managing stakeholder relationships, corporate governance, and share ownership. The document typically includes detailed provisions on voting rights, share transfer restrictions, management structure, and dispute resolution mechanisms. It serves as a fundamental instrument for protecting all parties' interests while ensuring smooth company operations and decision-making processes within the Dutch legal context.
Suggested Sections

1. Parties: Identification of all stakeholders, including the company and shareholders

2. Background: Context of the agreement, company structure, and purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Share Capital and Stakeholders: Details of share capital structure, classes of shares, and ownership

5. Management and Governance: Board composition, appointment rights, and management structure

6. Shareholders Meetings: Procedures for convening and conducting shareholder meetings, voting rights

7. Reserved Matters: Decisions requiring special majority or unanimous approval

8. Share Transfer Restrictions: Limitations and procedures for transferring shares

9. Pre-emption Rights: Rights of existing shareholders to purchase shares before third parties

10. Information Rights: Stakeholders' rights to company information and financial reports

11. Confidentiality: Protection of company and stakeholder confidential information

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

13. Term and Termination: Duration of agreement and circumstances for termination

14. General Provisions: Standard clauses including notices, amendments, governing law

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale

3. Anti-Dilution Protection: Protection against share value dilution in future share issues

4. Dividend Policy: Specific arrangements for distribution of profits

5. Dead-lock Resolution: Procedures for resolving management or shareholder deadlocks

6. Put and Call Options: Rights to force purchase or sale of shares under specific conditions

7. Employee Share Scheme: Provisions for employee share ownership programs

8. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses

9. Exit Strategy: Provisions for company sale, IPO, or other exit events

Suggested Schedules

1. Schedule 1 - Share Capital Table: Detailed breakdown of share ownership and classes

2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring special approval

3. Schedule 3 - Company Information: Details of company registration, directors, and structure

4. Schedule 4 - Form of Deed of Adherence: Template for new shareholders joining the agreement

5. Schedule 5 - Business Plan: Initial or current business plan of the company

6. Schedule 6 - Competing Businesses: List of businesses considered competitors

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

8. Appendix B - Board Rules: Detailed rules governing board operations and procedures

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

Manufacturing

Professional Services

Healthcare

Real Estate

Financial Services

Retail

Energy

Media and Entertainment

Biotechnology

Software

E-commerce

Construction

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Administrative

Company Secretariat

Investor Relations

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Compliance Officer

Board Member

Managing Director

Corporate Lawyer

Finance Director

Business Development Director

Company Secretary

Shareholder Relations Manager

Investment 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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