Shareholder Transfer Agreement Template for Netherlands

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Key Requirements PROMPT example:

Shareholder Transfer Agreement

"I need a Shareholder Transfer Agreement under Dutch law for the sale of 40% of shares in my technology startup to a venture capital firm, with an earn-out mechanism based on 2025 performance targets."

Document background
The Shareholder Transfer Agreement is a crucial document used when transferring ownership of shares in a Dutch company from one party to another. It is essential for both private and public companies, though the requirements and complexity may vary. This document is particularly important in the Netherlands due to specific legal requirements, including the mandatory involvement of a civil law notary for the transfer of shares in a Dutch private limited liability company (BV) or public limited company (NV). The agreement typically includes detailed provisions about the shares being transferred, purchase price, payment mechanisms, warranties, and various conditions that must be met before the transfer can be completed. It serves as the primary document for the transaction and forms the basis for the notarial deed of transfer required under Dutch law.
Suggested Sections

1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred

2. Background: Context of the transaction, current shareholding structure, and reason for transfer

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and price

5. Purchase Price: Detailed provisions on consideration, payment method, and timing

6. Completion: Requirements and mechanics for closing the transaction

7. Transferor's Warranties: Standard warranties regarding share ownership, authority to sell, and company status

8. Transferee's Warranties: Warranties from the buyer regarding authority and capacity to purchase

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Confidentiality: Provisions regarding confidential treatment of transaction information

11. Notices: Process and requirements for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Non-Competition: Include when transferor needs to be restricted from competing post-transfer

3. Tax Indemnity: Include for complex transactions with specific tax implications

4. Security for Obligations: Include when purchase price is paid in installments or there are ongoing obligations

5. Tag-Along Rights: Include when remaining shareholders should have right to join the transfer

6. Drag-Along Rights: Include when majority shareholder needs right to force other shareholders to join

7. Employee Matters: Include when transfer affects key employees or employee shareholders

8. Intellectual Property Rights: Include when IP ownership or licenses are significantly relevant to share value

Suggested Schedules

1. Details of the Shares: Detailed description of shares being transferred including share certificates numbers

2. Completion Requirements: Checklist of documents and actions required for completion

3. Warranties: Detailed list of warranties given by transferor regarding the company and shares

4. Company Information: Key company details including assets, contracts, and financial information

5. Encumbrances: List of any existing charges or encumbrances on the shares

6. Required Consents: List of third-party consents required for the transfer

7. Deed of Transfer: Form of notarial deed required under Dutch law for share transfer

8. Board Resolution: Format of company board resolution approving the transfer

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

Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Infrastructure

Media and Entertainment

Telecommunications

Agriculture

Transportation and Logistics

Construction

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Board Secretariat

Corporate Governance

Treasury

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Company Secretary

Managing Director

Finance Director

Legal Counsel

M&A Manager

Corporate Development Manager

Compliance Officer

Board Member

Shareholder

Investment Manager

Transaction Manager

Due Diligence Specialist

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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