Corporation Shareholder Agreement

Corporation Shareholder Agreement Template for Netherlands

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Key Requirements PROMPT example:

"I need a Corporation Shareholder Agreement for a Dutch tech startup with 5 founding shareholders and 2 venture capital investors, including tag-along rights and special voting rights for major business decisions."

Document background

The Corporation Shareholder Agreement is a fundamental document used when establishing or updating the governance structure of a Dutch corporation with multiple shareholders. It becomes particularly relevant during company formation, when new shareholders join, or when existing shareholders wish to formalize their rights and obligations. This agreement, governed by Dutch law, typically includes provisions for share transfers, voting arrangements, board composition, dividend policies, and exit strategies. It must comply with the Dutch Civil Code and other relevant legislation while addressing specific needs of the corporation and its shareholders. The document is essential for preventing and resolving potential conflicts between shareholders while providing a clear framework for corporate decision-making and governance.

Suggested Sections

1. Parties: Identification of all shareholders and the corporation entering into the agreement

2. Background: Context of the agreement, including company information and purpose of the arrangement

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

4. Share Capital and Shareholdings: Details of the company's share capital structure and current shareholdings

5. Transfer Restrictions: Restrictions on the transfer of shares, including right of first refusal

6. Management and Control: Governance structure, board composition, and decision-making processes

7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Anti-dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances

10. Dividend Policy: Agreement on how and when dividends will be distributed

11. Information Rights: Shareholders' rights to company information and financial reports

12. Deadlock Resolution: Procedures for resolving deadlock situations

13. Confidentiality: Obligations regarding confidential information

14. Non-Competition: Restrictions on competitive activities by shareholders

15. Term and Termination: Duration of the agreement and circumstances for termination

16. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

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

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

3. Share Classes: Specific provisions for different share classes, if applicable

4. Pre-emptive Rights: Rights of existing shareholders to purchase new share issues

5. Put and Call Options: Options for shareholders to sell or buy shares under specific circumstances

6. Employee Share Ownership: Provisions for employee share schemes or ownership

7. Intellectual Property Rights: Provisions regarding IP ownership and licensing if relevant to shareholders

8. Exit Strategy: Specific provisions regarding company sale or IPO

9. Good Leaver/Bad Leaver: Provisions for handling share transfers when shareholders leave the company

Suggested Schedules

1. Current Shareholdings: Detailed list of current shareholders and their shareholdings

2. Articles of Association: Copy of the company's current articles of association

3. Reserved Matters List: Detailed list of matters requiring special approval

4. Deed of Adherence: Template for new shareholders to join the agreement

5. Share Valuation Methodology: Agreed method for valuing shares in various circumstances

6. Board Rules: Detailed rules governing board operations and procedures

7. Financial Rights Summary: Summary of financial rights attached to different share classes

8. Transfer Notice Form: Template for shareholders to notify intent to transfer shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Clauses

Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Financial Services

Retail

Energy

Media and Entertainment

Agriculture

Construction

Transportation and Logistics

Biotechnology

Telecommunications

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Investor Relations

Corporate Affairs

Board Secretariat

Risk Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Shareholder Relations Manager

Investment Manager

Corporate Lawyer

Legal Counsel

Company Director

Compliance Officer

Corporate Governance Officer

Business Development Director

Financial Controller

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