The Limited Liability Company Agreement is a crucial document for establishing and operating a private limited liability company (BV) in the Netherlands. It serves as the primary governance document that defines the relationship between shareholders and establishes the company's operational framework. This agreement is particularly important in the Dutch legal context as it supplements the Articles of Association with detailed arrangements regarding corporate governance, share transfers, and shareholder rights. It is typically used when establishing a new BV or when restructuring an existing company's shareholder arrangements. The document must comply with Dutch corporate law while providing practical solutions for business operations and shareholder relationships.
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1. Parties: Identification of all founding shareholders and the company to be incorporated
2. Background: Context of the company formation and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Formation and Registration: Details of company formation, registered office, and registration requirements
5. Business Purpose: Company's business objectives and permitted activities
6. Share Capital and Certificates: Structure of share capital, classes of shares, and share certificates
7. Shareholders and Contributions: Initial shareholders, their contributions, and shareholding percentages
8. Management Board: Composition, appointment, dismissal, and powers of the management board
9. Shareholders Meetings: Procedures for convening and conducting shareholder meetings
10. Decision Making: Voting rights, quorum requirements, and decision-making processes
11. Share Transfer Restrictions: Rules and procedures for transferring shares
12. Exit Provisions: Mechanisms for shareholders to exit the company
13. Financial Matters: Financial year, accounts, auditing, and dividend policy
14. Amendment and Termination: Procedures for amending the agreement and circumstances for termination
15. Governing Law and Disputes: Choice of Dutch law and dispute resolution mechanisms
1. Supervisory Board: Required if company opts for two-tier board structure; details composition and powers of supervisory board
2. Anti-dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances
3. Tag-Along and Drag-Along Rights: Special rights for minority/majority shareholders in case of company sale
4. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
5. Intellectual Property Rights: Provisions regarding ownership and protection of IP if relevant to business
6. Employee Participation: Required if company has/will have works council or employee participation scheme
7. Deadlock Resolution: Mechanisms to resolve deadlock situations between equal shareholders
8. Pre-emptive Rights: Detailed provisions on shareholders' rights to purchase new shares
9. Quality Requirements: Special requirements for shareholders if applicable to specific business sector
1. Schedule 1 - Initial Shareholdings: Detailed breakdown of initial share allocation and contributions
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Share Transfer Form: Standard form for executing share transfers
4. Schedule 4 - Management Board Regulations: Detailed rules governing management board operations
5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement
6. Schedule 6 - Reserved Matters: List of decisions requiring special majority or unanimous approval
7. Schedule 7 - Valuation Methods: Agreed methods for share valuation in various scenarios
8. Appendix A - Articles of Association: Company's articles of association as registered with Chamber of Commerce
9. Appendix B - Shareholders' Register: Current shareholders' register with all share transfers recorded
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Media and Entertainment
Agriculture
Energy
Logistics and Transportation
Construction
Hospitality
E-commerce
Consulting
Relevant Teams
Legal
Corporate Governance
Board of Directors
Executive Management
Compliance
Finance
Corporate Secretariat
Investment
Business Development
Risk Management
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Board Member
Shareholder
Compliance Officer
General Counsel
Corporate Governance Officer
Investment Manager
Business Development Director
Supervisory Board Member
Company Founder
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