Founder Shareholder Agreement Template for Netherlands

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement under Dutch law for my tech startup with three co-founders, where we'll be seeking Series A funding in March 2025 and need provisions for employee stock options and strong anti-dilution protection."

Document background
The Founder Shareholder Agreement is a crucial document used when establishing a new company or formalizing the relationship between existing founders in the Netherlands. It is typically implemented at the company's formation or during early stages of operation, setting out the fundamental framework for how founders will work together and manage their ownership interests. This agreement, governed by Dutch law, addresses key aspects such as share ownership, voting rights, management responsibilities, and exit strategies, while ensuring compliance with Dutch corporate law requirements. The document is particularly important for startups and growing businesses as it provides clarity on decision-making processes and helps prevent potential disputes between founders. It should be customized to reflect specific founder arrangements while maintaining consistency with the company's articles of association and Dutch legal requirements.
Suggested Sections

1. Parties: Identification of all founding shareholders and the company

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

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

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

5. Management and Decision Making: Governance structure, board composition, and decision-making processes

6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights

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

8. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

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

10. Founder Commitments: Specific obligations of founders including time commitment and role

11. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information

12. Deadlock Resolution: Mechanisms for resolving fundamental disagreements between founders

13. Exit Provisions: Procedures for company sale, IPO, or other exit events

14. Termination: Circumstances under which the agreement can be terminated

15. General Provisions: Standard legal provisions including governing law, notices, and amendments

Optional Sections

1. Intellectual Property Rights: Detailed provisions for IP ownership and licensing when founders contribute significant IP

2. Investment Conditions: Specific terms for future investment rounds, if anticipated

3. Founder Employment: Employment terms when founders have executive roles

4. Good Leaver/Bad Leaver: Specific provisions for share treatment when founders leave

5. Dividend Policy: Specific dividend distribution rules if not following standard statutory provisions

6. Share Option Pool: Details of employee share option scheme if planned

7. Founders' Special Rights: Any special veto or other rights retained by specific founders

8. Anti-dilution Protection: Specific provisions protecting against share dilution in future rounds

Suggested Schedules

1. Share Capital Table: Detailed breakdown of shareholdings and share classes

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

3. Business Plan: Initial business plan and strategic objectives

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

5. Board Regulations: Detailed procedures for board operations and meetings

6. Intellectual Property Register: List of IP rights owned or licensed by the company

7. Company Articles of Association: Copy of the company's articles of association

8. Form of Share Certificate: Template for share certificates

9. Founder Service Agreements: Template or copies of founder employment/service contracts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

E-commerce

Professional Services

Manufacturing

Healthcare

Financial Services

Media and Entertainment

Retail

Software Development

Biotechnology

Clean Energy

Consumer Goods

Education Technology

Real Estate

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Company Secretariat

Compliance

Corporate Affairs

Finance

Strategy

Investment Relations

Relevant Roles

CEO

Founder

Co-founder

Managing Director

General Counsel

Legal Director

Corporate Secretary

Chief Financial Officer

Board Member

Company Director

Compliance Officer

Corporate Governance Officer

Chief Operating Officer

Head of Legal

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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