Limited Liability Company Agreement

Limited Liability Company Agreement Template for Netherlands

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Key Requirements PROMPT example:

"I need a Limited Liability Company Agreement under Dutch law for a technology startup with three founding shareholders and anticipated venture capital investment by March 2025, including specific provisions for anti-dilution protection and preferential rights for investors."

Document background

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.

Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

alex.den.21@genieai.co

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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Let's create your Limited Liability Company Agreement

Authors

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