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Company Ownership Contract
"I need a Company Ownership Contract for my Dutch technology startup, establishing a 60-40 ownership split between two founding partners, with provisions for future investor participation and employee stock options to be implemented by March 2025."
1. Parties: Identification of all parties involved in the ownership agreement, including full legal names and addresses
2. Background: Context of the agreement, company history, and purpose of the ownership arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Company Structure: Details of the company's legal structure, share capital, and classes of shares
5. Ownership Distribution: Specification of ownership percentages and share allocation among parties
6. Shareholder Rights and Obligations: Detailed rights and responsibilities of shareholders, including voting rights and dividend entitlements
7. Management and Control: Governance structure, board composition, and decision-making processes
8. Transfer Restrictions: Limitations and conditions on the transfer of shares
9. Tag-Along and Drag-Along Rights: Provisions for minority shareholder protection and majority shareholder exit rights
10. Valuation Mechanism: Methods for determining share value in case of transfers or exits
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Termination: Conditions and procedures for terminating the agreement
13. Governing Law: Specification of Dutch law as governing law and jurisdiction
1. Pre-emptive Rights: Right of existing shareholders to purchase new shares before they're offered to external parties
2. Anti-dilution Provisions: Protection mechanisms against ownership dilution, particularly relevant for minority shareholders
3. Intellectual Property Rights: Provisions regarding IP ownership and transfer, particularly relevant for technology companies
4. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
5. Employee Share Schemes: Provisions for employee share ownership programs
6. Dead-lock Resolution: Specific procedures for resolving management dead-locks, particularly relevant for 50/50 ownership structures
7. Put and Call Options: Rights to force purchase or sale of shares under specific conditions
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values
2. Schedule 2: Shareholders List: Current list of shareholders and their respective shareholdings
3. Schedule 3: Articles of Association: Copy of the company's current articles of association
4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule 5: Valuation Methodology: Detailed procedures and formulas for share valuation
6. Schedule 6: Management Structure: Organizational chart and management responsibilities
7. Appendix A: Share Certificate Templates: Templates for share certificates and transfer forms
8. Appendix B: Company Business Plan: Current business plan and financial projections
Authors
Articles of Association
Board
Business Day
Company
Completion Date
Confidential Information
Deed of Adherence
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
General Meeting
Group
Holding Company
Independent Expert
Intellectual Property Rights
Management Board
Material Adverse Change
Notary
Ordinary Shares
Parties
Preference Shares
Purchase Price
Registered Office
Related Party
Reserved Matters
Share Capital
Share Transfer
Shareholder
Shareholders' Resolution
Subsidiary
Supervisory Board
Tag-Along Rights
Drag-Along Rights
Transfer Notice
Valuation Date
Voting Rights
Working Day
Share Capital and Ownership
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Management and Control
Board Composition
Shareholder Meetings
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Confidentiality
Anti-Dilution Protection
Exit Provisions
Default
Deadlock Resolution
Put and Call Options
Representations and Warranties
Dispute Resolution
Governing Law
Amendment
Assignment
Severability
Notices
Term and Termination
Force Majeure
Entire Agreement
Technology
Manufacturing
Professional Services
Real Estate
Retail
Healthcare
Financial Services
Energy
Agriculture
Transportation
Construction
Media and Entertainment
Hospitality
Education
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Affairs
Investment
Business Development
Administration
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Board Member
Shareholder
Investment Manager
Corporate Governance Officer
Business Development Director
Risk Manager
Compliance Officer
General Counsel
Finance Director
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