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Shareholder Buy Sell Agreement Template for Netherlands

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Key Requirements PROMPT example:

Shareholder Buy Sell Agreement

"Need a Shareholder Buy Sell Agreement for our family-owned manufacturing business in Amsterdam, with 5 family shareholders, including specific provisions for succession planning and life insurance funding for share purchases upon death or retirement, to be implemented by March 2025."

Document background
The Shareholder Buy Sell Agreement serves as a crucial governance document for private companies in the Netherlands, establishing a clear framework for managing ownership transitions. This agreement is particularly important for closely-held companies where maintaining control over ownership is essential. It addresses various scenarios including voluntary sales, retirement, death, disability, or termination of employment, providing mechanisms for share valuation and transfer procedures. The document ensures compliance with Dutch corporate law requirements, including relevant provisions of the Burgerlijk Wetboek and EU regulations. It's typically implemented at company formation or when significant ownership changes occur, and helps prevent potential disputes by establishing clear procedures in advance. The agreement also includes provisions for funding arrangements, such as insurance policies, to ensure financial capability for share purchases when trigger events occur.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company details and purpose of the buy-sell arrangements

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

4. Transfer Restrictions: General prohibition on share transfers except as permitted under the agreement

5. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, termination of employment, etc.)

6. Purchase Price and Valuation: Methods for determining the share price and valuation procedures

7. Payment Terms: Terms and conditions for payment of the purchase price, including installment options

8. Right of First Refusal: Procedures for offering shares to existing shareholders before external sales

9. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stakes

10. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale

11. Transfer Procedures: Detailed procedures for executing share transfers

12. Representations and Warranties: Standard assurances from all parties regarding their capacity and authority

13. Confidentiality: Provisions regarding confidential treatment of company information

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Life Insurance Provisions: Required when life insurance is used to fund buy-out obligations upon death

2. Family Transfer Exceptions: Used when allowing special provisions for transfers to family members

3. Disability Provisions: Detailed provisions for handling share transfers in case of permanent disability

4. Non-Competition: Restrictions on competing activities after selling shares, particularly relevant for active shareholders

5. Management Provisions: Required when shareholders have specific management rights or obligations

6. Put and Call Options: Optional mechanisms for forced purchases or sales under specific circumstances

7. Dispute Resolution: Alternative dispute resolution procedures, such as mediation or arbitration

8. Tax Matters: Special provisions for tax-efficient transfers or specific tax treatment

9. Share Pledge Arrangements: Required when shares are pledged as security for payment obligations

Suggested Schedules

1. Schedule 1 - Current Shareholdings: Details of current shareholders and their shareholdings

2. Schedule 2 - Valuation Formula: Detailed methodology for calculating share value

3. Schedule 3 - Form of Deed of Adherence: Template for new shareholders to become bound by the agreement

4. Schedule 4 - Transfer Notice: Template for notifying intent to transfer shares

5. Schedule 5 - Company Information: Key company details including registration number, address, and directors

6. Appendix A - Life Insurance Details: Details of life insurance policies if relevant to the buy-sell funding

7. Appendix B - Competing Business Definition: Detailed description of what constitutes competing business if non-compete provisions apply

8. Appendix C - Valuation Expert Guidelines: Guidelines for appointment and instructions to independent valuators

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Construction

Agriculture

Energy

Transportation

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Executive Leadership

Board of Directors

Compliance

Corporate Development

Investment

Shareholder Relations

Relevant Roles

CEO

Managing Director

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Finance Director

Legal Counsel

Corporate Lawyer

Compliance Officer

Business Owner

Shareholder

Partner

Investment Manager

Private Equity Manager

Company Director

Head of Legal

Corporate Development 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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