The Startup Shareholders Agreement is a fundamental document used when establishing or formalizing the relationship between shareholders in a Dutch startup company. It becomes particularly relevant when a startup is raising capital, bringing in new investors, or establishing formal governance structures. This agreement, governed by Dutch law, typically includes detailed provisions on share transfers, voting rights, board composition, and investor protections. The document needs to comply with the Dutch Civil Code and corporate governance requirements while addressing specific needs of startup enterprises, such as founder vesting, employee share schemes, and future funding rounds. A well-drafted Startup Shareholders Agreement is crucial for protecting all parties' interests and providing a clear framework for company operations and decision-making.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Capital and Shareholdings: Details of company's share capital structure and current shareholdings
5. Issue and Transfer of Shares: Rules governing new share issuance and share transfer restrictions
6. Pre-emption Rights: Rights of existing shareholders to purchase shares before they can be sold to third parties
7. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and enabling majority exits
8. Corporate Governance: Board composition, appointment rights, and decision-making processes
9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
11. Information Rights: Shareholders' rights to company information and financial reports
12. Anti-dilution Protection: Provisions protecting shareholders from value dilution in future funding rounds
13. Dividend Policy: Rules governing profit distribution and dividend declarations
14. Confidentiality: Obligations regarding confidential information
15. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
16. Term and Termination: Duration of the agreement and circumstances for termination
17. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Employee Share Scheme: Include when the company has or plans to implement an employee share ownership plan
2. Intellectual Property Rights: Include for technology startups or companies with significant IP assets
3. Founder Vesting: Include when founders' shares are subject to vesting schedules
4. Investment Rights: Include when investors have specific rights for future investment rounds
5. Exit Strategy: Include detailed exit provisions when specifically requested by investors
6. Good Leaver/Bad Leaver: Include when shareholders are also employees/directors with special share treatment upon departure
7. Deadlock Resolution: Include for companies with equal shareholdings or high risk of deadlock
8. Special Rights for Investor Directors: Include when investors require specific board representation rights
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholders
2. Schedule 2: Deed of Adherence: Template for new shareholders to join the agreement
3. Schedule 3: Reserved Matters List: Detailed list of decisions requiring special approval
4. Schedule 4: Business Plan: Current business plan and financial projections
5. Schedule 5: Share Capital History: Historical overview of share capital changes and valuations
6. Schedule 6: Board Composition: Current board structure and appointment rights
7. Schedule 7: Competing Businesses: List of excluded businesses from non-compete provisions
8. Schedule 8: IP Rights Register: List of company's intellectual property assets
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