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Deed Of Assignment Of Shares Template for Netherlands

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Key Requirements PROMPT example:

Deed Of Assignment Of Shares

"I need a Dutch Deed of Assignment of Shares for transferring 100% of shares in my tech startup (TechVision BV) to a corporate buyer (GlobalTech Holdings NV), with completion planned for March 15, 2025, including standard warranties and a 12-month non-compete clause."

Document background
The Deed of Assignment of Shares is a crucial document in Dutch corporate transactions, required whenever shares in a private limited liability company (BV) are transferred between parties. This document type is mandated by Dutch law and must be executed before a civil law notary to be legally valid. It is commonly used in various scenarios including corporate restructuring, investment transactions, employee participation schemes, and succession planning. The deed contains essential information about the parties involved, the shares being transferred, consideration, warranties, and various corporate approvals. It must comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code, and often requires coordination with tax advisors due to potential tax implications. The document also needs to align with the company's articles of association and any existing shareholders' agreements.
Suggested Sections

1. Parties: Identification of the Transferor (current shareholder), Transferee (new shareholder), and the Company whose shares are being transferred

2. Background: Context of the transfer, including details about the Company and the existing shareholding structure

3. Definitions: Definitions of key terms used throughout the deed

4. Agreement to Transfer: The core transfer provision, including the number and class of shares being transferred

5. Consideration: Details of the purchase price and payment terms

6. Completion: The formal transfer process, including timing and actions required at completion

7. Transferor Warranties: Standard warranties about share ownership, authority to sell, and absence of encumbrances

8. Corporate Approvals: Confirmation of necessary corporate approvals and compliance with articles of association

9. Tax Indemnity: Provisions dealing with tax liabilities and indemnities

10. Notarial Matters: Standard notarial declarations and confirmations required under Dutch law

11. Governing Law: Confirmation of Dutch law as governing law

Optional Sections

1. Tag-Along Rights: Include when existing shareholders retain tag-along rights post-transfer

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

3. Confidentiality: Include when specific confidentiality obligations are required beyond standard notarial confidentiality

4. Power of Attorney: Include when any party is acting through an attorney

5. Earn-Out Provisions: Include when part of the consideration is contingent on future performance

6. Employee Matters: Include when the transferor has been/is an employee and employment arrangements need to be addressed

Suggested Schedules

1. Details of the Shares: Detailed description of the shares being transferred, including share numbers and share certificate details

2. Consideration Calculation: Detailed breakdown of how the purchase price was calculated, if complex

3. Corporate Documents: Copies of relevant corporate approvals, board resolutions, and shareholders' resolutions

4. Articles of Association: Current articles of association of the Company

5. Shareholders Agreement: Existing shareholders agreement (if any) affecting the shares

6. Due Diligence Findings: Summary of any due diligence issues affecting the transfer

7. Tax Clearance: Any required tax clearance certificates or documentation

Authors

Alex Denne

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

Relevant legal definitions































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Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

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Healthcare

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Relevant Teams

Legal

Corporate Secretariat

Finance

Tax

Compliance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Secretary

Mergers & Acquisitions Director

Investment Manager

Compliance Officer

Tax Director

Financial Controller

Board Member

Managing Director

Head of Legal

Private Equity Manager

Corporate Development Director

Shareholder Relations Manager

Industries







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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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