Small Business Shareholder Agreement Template for Netherlands

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Key Requirements PROMPT example:

Small Business Shareholder Agreement

"I need a Small Business Shareholder Agreement for my Dutch tech startup with three founding shareholders, including specific provisions for future investment rounds and an employee share scheme planned for March 2025."

Document background
The Small Business Shareholder Agreement is a foundational document for Dutch private limited companies (BVs) with multiple shareholders. It becomes essential when transitioning from a single-owner business to multiple shareholders, during investment rounds, or when establishing new business ventures with partners. This agreement, governed by Dutch law, particularly Book 2 of the Dutch Civil Code, provides a framework for managing shareholder relationships, protecting minority interests, and establishing clear governance structures. The document typically includes provisions for share transfers, voting rights, dividend policies, and dispute resolution mechanisms, while ensuring compliance with Dutch corporate governance requirements. Small Business Shareholder Agreements are particularly crucial for startups and growing SMEs in the Netherlands, as they help prevent future conflicts and provide clarity on key business decisions and processes.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including full legal names, addresses, and registration details

2. Background: Context of the agreement, including company history, current shareholding structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document

4. Share Capital and Certificates: Details of the company's share capital structure, classes of shares, and any share certificates

5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and dividend entitlements

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

7. General Meeting of Shareholders: Rules for conducting shareholder meetings, voting procedures, and quorum requirements

8. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including right of first refusal

9. Valuation of Shares: Methods and procedures for valuing shares in case of transfers or exits

10. Deadlock Resolution: Procedures for resolving disputes and deadlock situations between shareholders

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

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

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want provisions for minority protection (tag-along) or majority forcing rights (drag-along)

2. Anti-Dilution Protection: Include when there's likelihood of future investment rounds to protect existing shareholders

3. Intellectual Property Rights: Include when the company has significant IP assets or when shareholders contribute IP

4. Non-Competition and Non-Solicitation: Include when shareholders are active in the industry or have access to sensitive information

5. Employee Share Ownership: Include when the company has or plans to have an employee share scheme

6. Dividend Policy: Include when shareholders want specific arrangements about profit distribution

7. Good Leaver/Bad Leaver Provisions: Include when shareholders are also employees or directors of the company

8. Put and Call Options: Include when shareholders want specific arrangements for forced buy/sell situations

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors

2. Schedule 2: Share Capital Structure: Detailed breakdown of shareholding, including share classes and numbers

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4: Share Valuation Methodology: Detailed procedures and formulas for share valuation

5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule 6: Company Business Plan: Current business plan and strategic objectives

7. Schedule 7: Board Regulations: Detailed procedures for board operations and decision-making

8. Schedule 8: Power of Attorney: Standard form of power of attorney for share transfers

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 and Software

Professional Services

Retail and E-commerce

Manufacturing

Hospitality

Healthcare

Construction

Real Estate

Creative Industries

Consulting

Food and Beverage

Agriculture

Transport and Logistics

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Administration

Compliance

Business Development

Board of Directors

Company Secretariat

Relevant Roles

CEO

Managing Director

Business Owner

Founder

Company Director

CFO

Legal Counsel

Corporate Lawyer

Company Secretary

Financial Director

Board Member

Shareholder

Investment Manager

Business Development Director

Operations Director

General Counsel

Compliance Officer

Corporate Governance Officer

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Primary legislation governing legal entities, corporate structure, and shareholder rights in the Netherlands. Contains fundamental rules about company formation, management, and shareholder relationships.
Dutch Corporate Governance Code: While primarily aimed at listed companies, provides best practice guidelines that can be relevant for smaller companies regarding governance structure and shareholder relations.
Dutch Dividend Tax Act (Dividendbelasting): Regulates the taxation of dividend distributions to shareholders, which is crucial for structuring profit distribution provisions in the agreement.
Works Councils Act (Wet op de ondernemingsraden): May be relevant if the company has 50 or more employees, as it affects certain corporate decision-making processes that shareholders should be aware of.
Commercial Code (Wetboek van Koophandel): Contains additional provisions relevant to commercial enterprises and business operations.
General Data Protection Regulation (GDPR/AVG): Relevant for provisions regarding the handling of personal data of shareholders and related privacy considerations.
Dutch Tax Law (Wet op de inkomstenbelasting): Important for structuring the agreement in a tax-efficient manner, particularly regarding substantial interest holders (aanmerkelijk belang).
Financial Supervision Act (Wet op het financieel toezicht): May be relevant if the agreement includes provisions about share transfers or if the company might seek external financing in the future.
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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