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LLC Shareholder Agreement Template for Netherlands

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Key Requirements PROMPT example:

LLC Shareholder Agreement

"I need a Dutch LLC Shareholders' Agreement for my tech startup with three co-founders and two venture capital investors, including specific provisions for future funding rounds and anti-dilution protection, planned to be implemented by March 2025."

Document background
The LLC Shareholders' Agreement is a fundamental document for Dutch private limited companies (B.V.), essential when establishing or updating the relationship between company shareholders. It is particularly crucial during company formation, when new shareholders join, or when existing shareholders wish to formalize their arrangements. The agreement ensures compliance with Dutch corporate law while protecting shareholder interests through detailed provisions on share transfers, voting rights, management decisions, and dispute resolution. This document is commonly used in conjunction with the company's articles of association (statuten) and provides additional layers of protection and clarity beyond what is required by Dutch law. It's especially relevant for companies with multiple shareholders, foreign investors, or those planning future capital raises or exits.
Suggested Sections

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

2. Background: Context of the agreement, including company information and purpose of the arrangement

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

4. Share Capital and Shareholders: Details of share capital structure, classes of shares, and current shareholding

5. Corporate Governance: Management structure, board composition, and decision-making processes

6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

8. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal

9. Tag-Along and Drag-Along Rights: Mechanisms for share sale participation and forced co-sale obligations

10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

11. Confidentiality: Obligations regarding company and shareholder information confidentiality

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

13. Term and Termination: Duration of the agreement and circumstances for termination

14. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Dividend Policy: Specific arrangements for profit distribution and dividend payments

2. Share Valuation: Methods for determining share value in various transfer scenarios

3. Intellectual Property Rights: Provisions regarding IP ownership and licensing if relevant to the business

4. Management Incentive Plans: Share-based incentives for key management personnel

5. Additional Financing: Procedures for future capital contributions or external financing

6. Put and Call Options: Rights to force purchase or sale of shares under specific conditions

7. Minority Shareholder Protection: Additional rights and protections for minority shareholders

8. Anti-Dilution Protection: Mechanisms to protect shareholders from ownership dilution

9. Exit Strategy: Procedures and rights relating to company sale or IPO

10. Squeeze-Out Rights: Provisions for forcing out minority shareholders under specific conditions

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, address, and current directors

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and shareholding percentages

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Board Regulations: Detailed procedures for board operations and decision-making

5. Schedule 5: Share Transfer Procedures: Detailed procedures and forms for share transfers

6. Schedule 6: Deed of Adherence: Template for new shareholders to join the agreement

7. Schedule 7: Valuation Methodology: Detailed share valuation methods and procedures

8. Schedule 8: Key Performance Indicators: Metrics for assessing company and management performance

9. Appendix A: Initial Business Plan: Current business plan and strategic objectives

10. Appendix B: Company Articles of Association: Current articles of association of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 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

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Energy

Media and Entertainment

Telecommunications

Software and IT

Consulting

E-commerce

Biotechnology

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Management

Board of Directors

Finance

Compliance

Corporate Affairs

Shareholder Relations

Investment Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Corporate Lawyer

Investment Manager

Compliance Officer

Legal Counsel

Company Director

Shareholder Relations Manager

Corporate Governance Officer

Business Development Director

Finance 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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