The Founder Shareholder Agreement is a crucial document used when establishing a new company or formalizing the relationship between existing founders in the Netherlands. It is typically implemented at the company's formation or during early stages of operation, setting out the fundamental framework for how founders will work together and manage their ownership interests. This agreement, governed by Dutch law, addresses key aspects such as share ownership, voting rights, management responsibilities, and exit strategies, while ensuring compliance with Dutch corporate law requirements. The document is particularly important for startups and growing businesses as it provides clarity on decision-making processes and helps prevent potential disputes between founders. It should be customized to reflect specific founder arrangements while maintaining consistency with the company's articles of association and Dutch legal requirements.
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1. Parties: Identification of all founding shareholders and the company
2. Background: Context of the agreement, including company formation and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Share Capital and Shareholdings: Details of company's share capital structure and initial shareholdings
5. Management and Decision Making: Governance structure, board composition, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
9. Tag Along and Drag Along Rights: Co-sale rights and forced sale provisions
10. Founder Commitments: Specific obligations of founders including time commitment and role
11. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
12. Deadlock Resolution: Mechanisms for resolving fundamental disagreements between founders
13. Exit Provisions: Procedures for company sale, IPO, or other exit events
14. Termination: Circumstances under which the agreement can be terminated
15. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Intellectual Property Rights: Detailed provisions for IP ownership and licensing when founders contribute significant IP
2. Investment Conditions: Specific terms for future investment rounds, if anticipated
3. Founder Employment: Employment terms when founders have executive roles
4. Good Leaver/Bad Leaver: Specific provisions for share treatment when founders leave
5. Dividend Policy: Specific dividend distribution rules if not following standard statutory provisions
6. Share Option Pool: Details of employee share option scheme if planned
7. Founders' Special Rights: Any special veto or other rights retained by specific founders
8. Anti-dilution Protection: Specific provisions protecting against share dilution in future rounds
1. Share Capital Table: Detailed breakdown of shareholdings and share classes
2. Reserved Matters List: Comprehensive list of decisions requiring special approval
3. Business Plan: Initial business plan and strategic objectives
4. Deed of Adherence: Template for new shareholders to join the agreement
5. Board Regulations: Detailed procedures for board operations and meetings
6. Intellectual Property Register: List of IP rights owned or licensed by the company
7. Company Articles of Association: Copy of the company's articles of association
8. Form of Share Certificate: Template for share certificates
9. Founder Service Agreements: Template or copies of founder employment/service contracts
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