Share Transfer Agreement for the Netherlands

Share Transfer Agreement Template for Netherlands

A Share Transfer Agreement under Dutch law is a legally binding document that formalizes the transfer of company shares from one party (seller) to another (purchaser). This agreement must comply with Dutch Civil Code requirements, particularly Books 2, 3, and 6, and requires execution through a notarial deed for private companies (BVs) and certain public companies (NVs). The document outlines the terms and conditions of the share transfer, including purchase price, warranties, and completion requirements, while incorporating specific Dutch legal requirements such as corporate approval processes and registration obligations with the Commercial Register (Handelsregister).

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What is a Share Transfer Agreement?

The Share Transfer Agreement is a crucial document used when transferring ownership of shares in a Dutch company from one party to another. It is essential for both private (BV) and public (NV) companies, though the specific requirements may vary. The agreement must comply with Dutch law requirements, including mandatory notarial execution for private companies. It typically includes detailed provisions on the transfer price, payment terms, warranties about the shares and potentially the underlying business, and completion mechanics. This document is particularly important as it not only evidences the transfer but also allocates risks and responsibilities between parties, addresses tax implications, and ensures compliance with Dutch corporate and securities laws. The agreement should be tailored to address specific transaction requirements while maintaining compliance with Dutch legal framework, including requirements for board approval, shareholder consent, and registration with relevant authorities.

What sections should be included in a Share Transfer Agreement?

1. Parties: Identification of the Seller(s) and Purchaser(s), including full legal names and registered addresses

2. Background: Context of the transaction, including company details and reason for the share transfer

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

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase

5. Purchase Price: Specification of the purchase price, payment method, and timing

6. Completion: Details of when and how the transfer will be completed, including required actions and documents

7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Tax Matters: Allocation of tax liabilities and responsibilities

9. Confidentiality: Obligations regarding confidential information

10. Notices: Process for giving formal notices under the agreement

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

12. Execution: Signature blocks and execution formalities

What sections are optional to include in a Share Transfer Agreement?

1. Conditions Precedent: Include when completion is subject to specific conditions being met, such as regulatory approvals

2. Price Adjustment: Include when the purchase price may be adjusted based on specific criteria or future events

3. Non-Competition: Include when the seller needs to be restricted from competing post-completion

4. Business Warranties: Include when buyer requires detailed warranties about the business operations

5. Security for Claims: Include when security is required for warranty or indemnity claims

6. Transitional Services: Include when seller will provide services to the business post-completion

7. Escrow Arrangements: Include when part of the purchase price will be held in escrow

8. Employee Matters: Include when specific arrangements for employees are required

9. Third Party Rights: Include when third parties have specific rights under the agreement

What schedules should be included in a Share Transfer Agreement?

1. Details of the Company: Complete corporate information including registration number, share capital structure

2. Details of the Shares: Specific details of shares being transferred including share certificate numbers

3. Completion Requirements: Detailed list of documents and actions required for completion

4. Warranties: Detailed warranties about the company and business (if applicable)

5. Properties: Details of any real estate owned by the company

6. Intellectual Property: List of IP rights owned by the company

7. Material Contracts: List of important contracts the company is party to

8. Notarial Deed of Transfer: Form of notarial deed required under Dutch law

9. Powers of Attorney: Forms of any required powers of attorney

10. Board Resolutions: Forms of corporate approvals required for the transfer

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Agriculture

Mining

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Treasury

Risk Management

Business Development

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Managing Director

Compliance Officer

Tax Director

Corporate Development Manager

Investment Manager

Mergers & Acquisitions Director

Business Development Director

Risk Manager

Board Member

General Counsel

Transaction Manager

Shareholder

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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