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Deed Of Sale Of Shares Template for Netherlands

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Key Requirements PROMPT example:

Deed Of Sale Of Shares

"I need a Dutch Deed of Sale of Shares for the transfer of 100% of shares in TechCorp B.V. from ABC Holdings to XYZ Ventures, with completion scheduled for March 15, 2025, including standard warranties and a 12-month non-compete clause."

Document background
The Deed of Sale of Shares is a crucial document in Dutch corporate transactions, required whenever shares in a Dutch private limited company (B.V.) or public limited company (N.V.) are transferred. Unlike many other jurisdictions, Dutch law requires share transfers to be executed through a notarial deed, making this document essential for compliance with local legal requirements. The deed serves multiple purposes: it formally documents the transfer of ownership, sets out the terms and conditions of the sale, includes necessary warranties and representations, and ensures compliance with corporate governance requirements. It's typically used in various scenarios including corporate restructuring, investment transactions, exit strategies, and family business successions. The document must address specific Dutch legal requirements while also incorporating any commercial terms agreed between the parties.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred, including their full legal details as required under Dutch law

2. Background: Context of the transaction, including details about the Company, the shares being transferred, and any relevant corporate history

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

4. Subject of Sale: Detailed description of the shares being sold, including number, class, and nominal value

5. Purchase Price: The agreed purchase price, payment terms, and payment method

6. Transfer: Legal mechanism of the transfer, including notarial requirements and effective date

7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Completion Requirements: Actions required to complete the transfer, including corporate and regulatory approvals

9. Notarial Powers: Authorization for the notary to execute the transfer

10. Governing Law: Confirmation of Dutch law application and jurisdiction

Optional Sections

1. Anti-dilution Provisions: Include when there are ongoing share issuances or corporate actions that could affect the value of the transferred shares

2. Tag-Along Rights: Include when minority shareholders need protection in case of future sales

3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a future sale

4. Non-Competition Clause: Include when the seller needs to be restricted from competing with the company

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

6. Employee Matters: Include when the transaction affects key employees or management

7. Tax Indemnities: Include when specific tax risks need to be allocated between parties

8. Regulatory Compliance: Include when specific regulatory approvals or notifications are required

Suggested Schedules

1. Share Details: Detailed information about the shares being transferred, including share certificates and shareholder register excerpts

2. Company Information: Extract from the Trade Register, articles of association, and other corporate documents

3. Financial Statements: Recent financial statements of the Company

4. Corporate Approvals: Copies of relevant board resolutions, shareholder resolutions, and other corporate approvals

5. Encumbrances Overview: List of any existing pledges, attachments, or other encumbrances on the shares

6. Due Diligence Findings: Summary of key due diligence findings and disclosed matters

7. Regulatory Approvals: Copies of obtained regulatory approvals or notifications

8. Powers of Attorney: If applicable, powers of attorney for signing on behalf of any party

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

Retail

Healthcare

Real Estate

Energy

Transportation

Telecommunications

Media

Construction

Agriculture

Mining

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Business Development

Board of Directors

Executive Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Transaction Manager

M&A Director

Investment Manager

Corporate Development Manager

Finance Director

Compliance Officer

Business Development Director

Risk Manager

Board Member

Managing Director

Shareholder Relations Manager

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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