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The Startup Shareholders Agreement is a fundamental document used when establishing or formalizing the relationship between shareholders in a Dutch startup company. It becomes particularly relevant when a startup is raising capital, bringing in new investors, or establishing formal governance structures. This agreement, governed by Dutch law, typically includes detailed provisions on share transfers, voting rights, board composition, and investor protections. The document needs to comply with the Dutch Civil Code and corporate governance requirements while addressing specific needs of startup enterprises, such as founder vesting, employee share schemes, and future funding rounds. A well-drafted Startup Shareholders Agreement is crucial for protecting all parties' interests and providing a clear framework for company operations and decision-making.

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 for the agreement

4. Share Capital and Shareholdings: Details of company's share capital structure and current shareholdings

5. Issue and Transfer of Shares: Rules governing new share issuance and share transfer restrictions

6. Pre-emption Rights: Rights of existing shareholders to purchase shares before they can be sold to third parties

7. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and enabling majority exits

8. Corporate Governance: Board composition, appointment rights, and decision-making processes

9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings

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

11. Information Rights: Shareholders' rights to company information and financial reports

12. Anti-dilution Protection: Provisions protecting shareholders from value dilution in future funding rounds

13. Dividend Policy: Rules governing profit distribution and dividend declarations

14. Confidentiality: Obligations regarding confidential information

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

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

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