Buyout Agreement Template for Netherlands

A Buyout Agreement sets clear rules for when one business partner can buy out another's ownership stake in a Dutch company. These agreements protect both sides by spelling out exactly how to calculate the purchase price, when buyouts can happen, and what steps everyone needs to follow.

Dutch law requires these agreements to be properly documented and notarized, especially for BVs (private limited companies). The agreement typically covers forced buyouts after death or retirement, voluntary exits, and situations where partners can't work together anymore. It helps prevent costly disputes and keeps businesses running smoothly during ownership changes.

Consider putting a Buyout Agreement in place when starting a business partnership in the Netherlands, especially for BVs and other closely-held companies. This agreement becomes essential when partners want to protect their interests from the start and avoid messy disputes down the road.

Many Dutch business owners create these agreements during major company changes: bringing in new shareholders, planning for retirement, or setting up succession plans. The agreement proves particularly valuable when partners have different long-term goals, or when there's a risk that shares might end up with unwanted third parties through divorce or inheritance.

• Cross-Purchase Buyout: Partners directly buy shares from each other, common in Dutch professional services firms and family businesses
• Entity Buyout: The company itself purchases the departing owner's shares, popular among larger BVs with multiple shareholders
• Hybrid Buyout: Combines both approaches, giving remaining partners flexibility to choose the most tax-efficient method
• Triggered Buyout: Activates automatically upon specific events like retirement, death, or disability
• Gradual Buyout: Allows for phased purchase of shares over time, often used in succession planning

• Business Partners/Shareholders: Primary parties who sign the Buyout Agreement, setting terms for future ownership changes in their Dutch BV or partnership
• Corporate Lawyers: Draft and review agreements to ensure compliance with Dutch corporate law and protect client interests
• Notaries: Required by Dutch law to authenticate and formalize the agreement, especially for BV share transfers
• Business Valuators: Provide independent assessments of company worth for fair buyout pricing
• Tax Advisors: Guide structuring of buyouts to optimize tax implications under Dutch tax regulations

• Company Information: Gather current shareholder details, company valuation, and corporate structure documents
• Trigger Events: Define specific circumstances that activate buyout rights, like retirement or death
• Valuation Method: Agree on how company shares will be valued when buyout occurs
• Payment Terms: Outline payment structure, timing, and any financing arrangements
• Legal Requirements: Check Dutch corporate law requirements, especially for BVs and notarial deeds
• Draft Review: Our platform generates legally sound agreements, ensuring all essential elements are included

• Party Details: Full legal names, addresses, and roles of all shareholders involved
• Valuation Method: Clear formula or process for determining share price during buyout
• Trigger Events: Specific circumstances activating buyout rights under Dutch law
• Payment Terms: Detailed structure and timing of payments, including financing options
• Transfer Process: Steps for executing share transfers, including notarial requirements
• Governing Law: Explicit reference to Dutch corporate law and jurisdiction
• Dispute Resolution: Agreed method for handling disagreements under Dutch arbitration rules

A Buyout Agreement differs significantly from a Business Acquisition Agreement in several key aspects, though both deal with ownership changes in Dutch companies. Let's explore the main differences:

• Scope and Purpose: Buyout Agreements focus on internal transfers between existing shareholders, while Business Acquisition Agreements cover complete company sales to external buyers
• Timing and Trigger: Buyout Agreements are typically prepared in advance and activated by specific events (death, retirement), whereas Business Acquisition Agreements are created for immediate, one-time transactions
• Complexity Level: Buyout Agreements usually have simpler valuation methods and pre-agreed terms, while Business Acquisition Agreements require extensive due diligence and complex deal structuring
• Legal Requirements: Buyout Agreements focus on Dutch corporate law regarding internal share transfers, while Business Acquisition Agreements must address broader regulatory compliance and transfer of business assets