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Shareholder Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement under Dutch law for my tech startup, where a venture capital firm will subscribe for 25% of our shares in March 2025, with specific focus on anti-dilution protection and board appointment rights for the investor."

Document background
The Shareholder Subscription Agreement is a fundamental document used when a company issues new shares to investors or existing shareholders. This agreement is particularly crucial in the Dutch legal context, where strict corporate law requirements govern share issuance procedures. It is commonly used in funding rounds, corporate restructurings, or employee participation schemes, and must comply with the Dutch Civil Code and other relevant legislation. The document typically includes detailed provisions on share pricing, payment terms, conditions precedent, warranties, and completion mechanics. It requires careful consideration of Dutch corporate law requirements, including mandatory involvement of a civil law notary for the execution of the deed of issue, and often interfaces with other corporate documentation such as shareholders' agreements and articles of association.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s)

2. Background: Context of the transaction, including current share capital structure and purpose of the subscription

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

4. Subscription and Issuance: Core provisions regarding the number, class and nominal value of shares being subscribed for

5. Subscription Price: Details of the consideration payable, payment method and timing

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Completion: Mechanics and timing of the completion process, including required actions and deliverables

8. Company Warranties: Warranties given by the company regarding its status, share capital, and authority

9. Subscriber Warranties: Warranties given by the subscriber regarding capacity, authority, and funding

10. Covenants: Ongoing obligations of the parties post-completion

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Anti-dilution Protection: Provisions protecting subscriber from future dilution, used when negotiated as part of investment terms

2. Tag-Along Rights: Rights of subscriber to participate in future share sales, included for minority investor protection

3. Board Appointment Rights: Rights to appoint directors, included when subscriber is receiving significant ownership

4. Information Rights: Rights to receive company information, important for significant minority shareholders

5. Lock-up Period: Restrictions on share transfers for a specified period, used to ensure stability post-investment

6. Drag-Along Rights: Rights forcing minority shareholders to join in a sale, used in larger corporate structures

7. Pre-emptive Rights: Rights regarding future share issuances, optional but common in private companies

8. Tax Provisions: Specific tax-related provisions, included when transaction has significant tax implications

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital before and after subscription

2. Subscription Details: Detailed breakdown of shares being subscribed for and payment terms

3. Conditions Precedent Checklist: List of all conditions and their status

4. Form of Board Resolutions: Template board resolutions approving the share issuance

5. Form of Shareholders' Resolution: Template shareholders' resolution approving the share issuance

6. Deed of Issue: Form of notarial deed required under Dutch law for share issuance

7. Disclosure Letter: Disclosures against the warranties

8. KYC Requirements: Required know-your-customer documentation

9. Articles of Association: Current articles of association and any proposed amendments

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

Technology

Financial Services

Real Estate

Healthcare

Manufacturing

Energy

Infrastructure

E-commerce

Professional Services

Telecommunications

Biotechnology

Software

Retail

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Management

Company Secretariat

Treasury

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Financial Director

Legal Counsel

Corporate Development Manager

Compliance Officer

Board Member

Investment Director

Legal Director

Transaction Manager

Finance Manager

Industries








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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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