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Startup Equity Contract

Startup Equity Contract Template for Netherlands

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Key Requirements PROMPT example:

Startup Equity Contract

"I need a Startup Equity Contract for a Dutch fintech company issuing shares to three new investors, with one being a strategic partner requiring board representation and specific vesting conditions starting March 2025."

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Document background
The Startup Equity Contract is a crucial legal instrument used in the Netherlands when issuing shares or stock options in startup companies. It's primarily utilized during funding rounds, employee equity compensation, or founder equity arrangements. The document must comply with Dutch corporate law requirements, including notarial execution for share transfers. This contract type encompasses essential elements such as share vesting conditions, transfer restrictions, shareholder rights, and governance provisions. It's particularly important in the Dutch startup ecosystem, where companies must balance flexibility for growth with legal compliance. The document typically requires notarial involvement and must align with both the company's articles of association and Dutch corporate governance standards.
Suggested Sections

1. Parties: Identification of the company, existing shareholders, and new shareholder(s)

2. Background: Context of the equity issuance, company status, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, including share classes, valuation terms, and relevant Dutch legal concepts

4. Share Subscription: Details of shares being issued, including number, class, and nominal value

5. Consideration: Payment terms and valuation of shares

6. Completion Requirements: Conditions precedent and completion mechanics for the share issuance

7. Representations and Warranties: Standard confirmations from both company and subscriber

8. Transfer Restrictions: Limitations on share transfers, including lock-up period and right of first refusal

9. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

10. Anti-Dilution Protection: Provisions protecting against share value dilution

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

12. Board Representation: Rights regarding board appointment and observation

13. Confidentiality: Protection of company and shareholder confidential information

14. Governing Law and Jurisdiction: Specification of Dutch law application and dispute resolution

15. Execution: Signature blocks and execution requirements

Optional Sections

1. Vesting Schedule: Used when shares are subject to vesting conditions, typically for employee equity

2. Good Leaver/Bad Leaver: Include when differentiating share treatment based on circumstances of shareholder departure

3. Intellectual Property Rights: Required when shareholders are involved in IP development

4. Non-Competition and Non-Solicitation: Include for shareholders who are also employees or founders

5. Put and Call Options: Optional rights for forced purchase or sale of shares

6. Preference Rights: Include when issuing preferred shares with special rights

7. Employee Share Scheme Terms: Required when part of an employee incentive scheme

8. Tax Indemnity: Include when specific tax arrangements or risks need addressing

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of company's share capital pre and post-investment

2. Shareholders' Particulars: Complete details of all shareholders and their holdings

3. Company Details: Extract from Dutch Commercial Register and company information

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

5. Vesting Schedule Details: Detailed vesting terms and conditions if applicable

6. Share Transfer Form: Template for executing share transfers

7. Articles of Association: Current or amended articles reflecting new share structure

8. Shareholders' Resolution: Approving the share issuance and related matters

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Software Development

Fintech

Biotech

Clean Energy

E-commerce

Healthcare Innovation

Digital Media

Agricultural Technology

Enterprise Software

Consumer Applications

Manufacturing Innovation

Professional Services

Education Technology

Sustainability Solutions

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compliance

Operations

Investment

Administration

Board of Directors

Relevant Roles

CEO

Founder

Co-founder

Chief Legal Officer

General Counsel

HR Director

Chief Financial Officer

Board Member

Company Secretary

Investment Manager

Startup Attorney

Corporate Lawyer

HR Manager

Financial Controller

Compliance Officer

Operations Director

Managing Director

Chief Operations Officer

Venture Capital Partner

Angel Investor

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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