Director Shareholder Agreement Template for Netherlands

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Key Requirements PROMPT example:

Director Shareholder Agreement

I need a Director Shareholder Agreement for a tech startup in Amsterdam where the incoming director will receive 15% shareholding and join as CTO from March 2025, with specific provisions for IP protection and development milestones.

Document background
The Director Shareholder Agreement is a crucial document used when appointing individuals who will hold both management and ownership positions in Dutch companies (BV). This dual role requires careful consideration of Dutch corporate law, employment regulations, and shareholder rights. The agreement is particularly important for private companies where directors have significant ownership stakes, startup companies bringing in key personnel, or family businesses transitioning to professional management. It addresses potential conflicts of interest, defines clear boundaries between ownership and management roles, and provides mechanisms for dispute resolution. The document must comply with Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek) and the Management and Supervision of Legal Entities Act, while also considering tax implications for director-shareholders under Dutch tax law.
Suggested Sections

1. Parties: Identification of the company, the director-shareholder, and any other relevant parties

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Position: Terms of appointment as director, duties, and responsibilities

5. Share Ownership: Details of shareholding, share classes, and rights attached to shares

6. Remuneration: Salary, benefits, bonuses, and dividend policies

7. Management Powers and Limitations: Scope of authority, reserved matters, and decision-making processes

8. Shareholders' Rights and Obligations: Voting rights, meeting procedures, and shareholder responsibilities

9. Transfer Restrictions: Limitations on share transfers, right of first refusal, and tag-along/drag-along rights

10. Confidentiality: Protection of company information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

12. Termination: Grounds for termination and procedures

13. Exit Provisions: Procedures for share valuation and transfer upon termination

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

Optional Sections

1. Intellectual Property: Required when the director is involved in creating IP or if the company has significant IP assets

2. Performance Targets: Include when remuneration is linked to specific KPIs or company performance

3. Additional Board Positions: Required when the director may hold positions in other companies

4. Works Council Provisions: Necessary when the company has a works council

5. Good Leaver/Bad Leaver Provisions: Include when different exit terms apply based on circumstances of departure

6. Share Option Scheme: Include when the director has or may receive share options

7. Corporate Opportunity: Include when there's a need to address how business opportunities should be handled

8. Deadlock Resolution: Required when the director-shareholder has 50% or significant voting power

Suggested Schedules

1. Share Capital Structure: Details of company's share capital, classes, and rights

2. Remuneration Package: Detailed breakdown of salary, benefits, and bonus structures

3. Reserved Matters: List of decisions requiring special approval

4. Share Valuation Methodology: Agreed method for valuing shares upon transfer or exit

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

6. Company IP Register: List of company's intellectual property rights

7. Performance Metrics: Detailed KPIs and measurement criteria if applicable

8. Competitors List: Definition of competitors for non-compete provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Energy

Media and Entertainment

Logistics

Consulting

Software

E-commerce

Biotechnology

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Human Resources

Finance

Company Secretariat

Compliance

Tax

Relevant Roles

Managing Director

Chief Executive Officer

Executive Director

Board Member

Company Director

Statutory Director

Non-Executive Director

Finance Director

Commercial Director

Operations Director

Technical Director

General Counsel

Company Secretary

Chief Financial Officer

Chief Operating Officer

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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