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Multi Member LLC Agreement Template for Netherlands

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Key Requirements PROMPT example:

Multi Member LLC Agreement

"I need a Multi Member LLC Agreement for a technology startup in Amsterdam with three founding members who will all actively participate in management, including specific provisions for intellectual property protection and a vesting schedule for shares starting March 2025."

Document background
The Multi Member LLC Agreement (BV Agreement) is a crucial document used when establishing or restructuring a private limited liability company in the Netherlands with multiple shareholders. This agreement is essential for businesses seeking to operate under Dutch law while maintaining clear governance structures and protecting shareholder interests. It provides comprehensive coverage of corporate governance, capital structure, management arrangements, and shareholder rights, while ensuring compliance with Dutch corporate law, particularly the Dutch Civil Code Book 2 and the Flex BV Act. The document is typically prepared when two or more parties wish to formalize their business relationship in a BV structure, requiring careful consideration of Dutch legal requirements, tax implications, and corporate governance best practices. It serves as the primary reference point for managing shareholder relationships and company operations throughout the entity's lifecycle.
Suggested Sections

1. Parties: Identification of all founding members and the company being established

2. Background: Context of the agreement and purpose of establishing the LLC

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Formation and Company Details: Details of company formation, registered office, objectives, and duration

5. Share Capital and Contributions: Structure of share capital, initial contributions, and share classes

6. Members Rights and Obligations: Core rights and obligations of members, including voting rights

7. Management Structure: Composition and powers of management board, appointment procedures

8. General Meetings: Procedures for general meetings, voting requirements, and resolutions

9. Decision Making: Process for both board and member decisions, majority requirements

10. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal

11. Financial Affairs: Financial management, distributions, and dividend policy

12. Reporting and Information Rights: Requirements for financial reporting and member information rights

13. Exit Provisions: Procedures for member exit, including tag-along and drag-along rights

14. Deadlock Resolution: Procedures for resolving deadlock situations

15. Confidentiality: Confidentiality obligations of members and the company

16. Term and Termination: Duration of agreement and termination provisions

17. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation, used when members are actively involved in business

2. Intellectual Property Rights: IP ownership and licensing provisions, important for technology or creative businesses

3. Employee Share Schemes: Framework for employee participation in share ownership, relevant for companies planning employee incentives

4. International Operations: Provisions for international business activities, needed for companies operating across borders

5. Supervisory Board: Structure and powers of supervisory board, required for larger companies or dual-board structure

6. Special Share Rights: Details of any special share classes or rights, used when complex share structures are needed

7. Related Party Transactions: Procedures for handling transactions with related parties, important for family businesses or closely connected members

Suggested Schedules

1. Schedule 1 - Details of Members: Complete information about all members including contact details and initial shareholdings

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation

3. Schedule 3 - Initial Directors: Details of initial management board members and their roles

4. Schedule 4 - Business Plan: Initial business plan and strategic objectives

5. Schedule 5 - Deed of Adherence: Template for new members joining the company

6. Schedule 6 - Reserved Matters: List of decisions requiring special approval majorities

7. Schedule 7 - Valuation Methods: Agreed methods for share valuation in various scenarios

8. Appendix A - Form of Share Certificate: Template for share certificates

9. Appendix B - Internal Regulations: Detailed internal governance procedures and policies

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

Technology

Professional Services

Manufacturing

Retail

Real Estate

Healthcare

Financial Services

Construction

Hospitality

Media and Entertainment

Consulting

Agriculture

Energy

Logistics

Education

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Board of Directors

Executive Management

Corporate Secretariat

Risk Management

Investment

Operations

Relevant Roles

CEO

Managing Director

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Company Secretary

Compliance Officer

Business Development Director

Shareholder

Board Member

General Counsel

Finance Director

Corporate Governance Officer

Risk Manager

Investment Manager

Operations Director

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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