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Share Transfer Form Template for Netherlands

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Key Requirements PROMPT example:

Share Transfer Form

"I need a Share Transfer Form under Dutch law for transferring 500 ordinary shares in my tech startup from an angel investor to a venture capital firm, with the transfer scheduled for March 15, 2025, including provisions for board approval and existing shareholder waivers."

Document background
The Share Transfer Form is a crucial document in Dutch corporate transactions, used whenever ownership of shares needs to be transferred between parties. This document is particularly important in the Netherlands where, for private limited companies (BVs), share transfers must typically be executed through a notarial deed. The form captures essential details including the identity of the transferor and transferee, specific share information (number, class, nominal value), consideration paid, and any relevant conditions or restrictions. It must comply with the Dutch Civil Code (Burgerlijk Wetboek) and consider company-specific requirements from the articles of association. The document serves as official evidence of the transfer and is required for updating the company's share register and, where applicable, the trade register of the Dutch Chamber of Commerce.
Suggested Sections

1. Parties: Identification of the transferor (current shareholder) and transferee (new shareholder), including full legal names, addresses, and any registration numbers for legal entities

2. Background: Brief context of the share transfer, including reference to any underlying sale agreement or corporate decision that triggered this transfer

3. Definitions: Key terms used in the document, including 'Company', 'Shares', 'Transfer Date', etc.

4. Share Details: Specific details of the shares being transferred, including number, class, nominal value, and any identifying numbers

5. Company Information: Details of the company whose shares are being transferred, including registration number and registered address

6. Transfer Declaration: Formal statement of transfer, explicitly stating that the transferor transfers the shares to the transferee

7. Consideration: Statement of the price or other consideration for the transfer

8. Warranties: Basic warranties from the transferor regarding ownership and right to transfer the shares

9. Execution: Signature blocks for parties and notary, including space for formal notarial declaration

Optional Sections

1. Board Approval: Required if the company's articles of association mandate board approval for share transfers

2. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived

3. Spousal Consent: Required if the transferor is married under a matrimonial property regime that requires spousal consent

4. Tax Declarations: Additional declarations regarding tax matters if required for specific types of transfers

5. Share Certificate Details: Required if physical share certificates exist and need to be referenced

6. Encumbrances Statement: Detailed statement about any existing or released encumbrances on the shares, if applicable

Suggested Schedules

1. Copy of Board Resolution: If board approval is required, attach the relevant board resolution

2. Shareholders' Waiver: Documentation of other shareholders waiving their pre-emption rights

3. Share Certificate: Copy of the existing share certificate(s) being transferred

4. Powers of Attorney: If any party is acting through an attorney, the relevant power of attorney

5. Extract from Commercial Register: Recent extract from the Commercial Register showing current shareholding

6. Existing Shareholders Agreement: Reference copy of any shareholders agreement affecting the transfer

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

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Relevant Industries

Financial Services

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Legal

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Corporate Secretariat

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Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

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Company Secretary

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Board Member

Managing Director

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Find the exact document you need

Notice Of Transfer Of Shares

A formal Dutch law document notifying a company of the transfer of shares between parties, requiring registration in the company's shareholder register.

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Share Transfer Form

A Dutch law-governed notarial deed documenting the formal transfer of shares from one party to another, typically used for private limited companies (BVs).

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