Document background
The Sale Of Shares Contract is a crucial document used in corporate transactions under Dutch law when transferring ownership of company shares from one party to another. This comprehensive agreement is essential for both private and public company transactions in the Netherlands, requiring careful consideration of Dutch corporate law requirements, including the Civil Code (Burgerlijk Wetboek) provisions. The document serves multiple purposes: it evidences the transaction terms, allocates risk between parties, provides legal protection mechanisms, and ensures regulatory compliance. A properly structured Share Sale Contract will include detailed provisions on purchase price mechanisms, warranties, indemnities, and specific Dutch law requirements such as notarial deed execution for private limited company (B.V.) share transfers. The agreement is typically preceded by due diligence and may require works council consultation or regulatory approvals depending on the transaction size and nature.
