All Countries
Investment
Transfer Of Shares Agreement

Transfer Of Shares Agreement Template for Netherlands

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Transfer Of Shares Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Transfer Of Shares Agreement

I need a Transfer of Shares Agreement for the sale of 60% of shares in my Dutch tech startup to a German investment firm, with specific provisions for staged payments and an earn-out mechanism based on 2025 performance targets.

Celebrated by
Collaborations with
Investors
Document background
The Transfer Of Shares Agreement is a crucial document used in Dutch corporate transactions when ownership of company shares needs to be transferred between parties. It is particularly important in the Netherlands where specific legal formalities, including notarial execution for BV companies, must be observed. This document is used in various scenarios including company acquisitions, corporate restructuring, succession planning, or investment transactions. The agreement must comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code, and includes essential elements such as share details, purchase price, warranties, and completion mechanisms. Additional considerations may include works council consultation, regulatory approvals, and tax implications. The document serves as both a legal record of the transfer and a framework for protecting all parties' interests in the transaction.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names, registration details, and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share transfer, including number and class of shares being transferred

5. Purchase Price: Agreed price for the shares and payment terms

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

7. Seller's Warranties: Standard warranties from the seller regarding ownership, authority to sell, and status of shares

8. Buyer's Warranties: Basic warranties from the buyer regarding authority and capacity to purchase

9. Tax Matters: Allocation of responsibility for taxes related to the transfer

10. Confidentiality: Obligations regarding confidential information

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

12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Price Adjustment: Mechanisms for adjusting the purchase price based on company performance or discoveries during due diligence

2. Non-Competition: Restrictions on seller's future competitive activities, if applicable

3. Employee Matters: Provisions regarding employees if the transfer affects employment arrangements

4. Intellectual Property: Special provisions regarding IP rights if relevant to the share transfer

5. Bank Guarantees: Details of any bank guarantees securing the purchase price

6. Earn-out Provisions: Structure for additional payments based on future performance

7. Pre-emption Rights: Handling of any pre-emption rights of other shareholders

8. Tag-Along Rights: Provisions allowing other shareholders to join the sale

9. Drag-Along Rights: Provisions forcing other shareholders to join the sale

10. Works Council Approval: Required when works council consultation is necessary

Suggested Schedules

1. Details of the Shares: Detailed description of shares being transferred, including share certificates numbers and share history

2. Company Information: Key details about the company, including corporate structure and subsidiaries

3. Warranties: Detailed warranties and representations

4. Completion Requirements: Checklist of documents and actions required for completion

5. Encumbrances: List of any existing encumbrances on the shares

6. Corporate Documents: Copies of relevant corporate documents including articles of association

7. Shareholder Resolutions: Required shareholder resolutions approving the transfer

8. Due Diligence Findings: Summary of key due diligence findings and disclosed matters

9. Tax Calculations: Details of tax calculations and allocations

10. Power of Attorney: If applicable, power of attorney for executing 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Buyer
Company
Completion
Completion Date
Confidential Information
Consideration
Deed of Transfer
Disclosed
Due Diligence Investigation
Encumbrance
Extraordinary General Meeting
Financial Statements
General Meeting
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Notary
Parties
Purchase Price
Related Persons
Seller
Shares
Share Capital
Shareholders
Shareholders' Register
Signing Date
Subsidiary
Tax
Transaction
Transfer
Warranties
Working Day
Works Council
Working Capital
Trade Register
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Construction

Agriculture

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Risk Management

Business Development

Executive Leadership

Treasury

Corporate Affairs

Investment

Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

M&A Director

Investment Manager

Transaction Manager

Financial Controller

Tax Director

Compliance Officer

Business Development Director

Corporate Development Manager

Risk Manager

Board Member

Managing Director

Finance Manager

Legal Counsel

Corporate Affairs Manager

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Main legislation governing corporate entities, including provisions on share transfers, shareholders' rights, and corporate structure requirements
Dutch Civil Code Book 3 (Burgerlijk Wetboek Boek 3): General provisions on property law and legal transactions, relevant for the transfer of ownership of shares
Dutch Civil Code Book 6 (Burgerlijk Wetboek Boek 6): General provisions on obligations and contracts, including contract formation and interpretation
Dutch Commercial Register Act (Handelsregisterwet): Requirements for registration of share transfers in the Commercial Register
Dutch Income Tax Act (Wet Inkomstenbelasting): Tax implications for private individuals selling shares
Dutch Corporate Income Tax Act (Wet op de Vennootschapsbelasting): Tax implications for corporate entities involved in share transfers
Dutch Legal Transactions Act (Wet op het Notarisambt): Requirements for notarial deeds in share transfers, especially for private limited companies (BVs)
Financial Supervision Act (Wet op het Financieel Toezicht): Regulations regarding share transfers in regulated entities and financial institutions
Works Councils Act (Wet op de Ondernemingsraden): Requirements for works council consultation in case of significant share transfers
Competition Act (Mededingingswet): Merger control provisions that might be applicable in larger share transfers
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

Find the exact document you need

Security Interest Contract

A Dutch law agreement creating a security interest over assets, establishing rights and obligations under the Dutch Civil Code.

find out more

Simple Security Deposit Agreement

A Dutch law-governed agreement establishing terms for handling rental security deposits, protecting both landlord and tenant interests.

find out more

Security Agreement For Promissory Note

A Dutch law security agreement creating security interests over assets to secure obligations under a promissory note, establishing terms for security arrangements and enforcement rights.

find out more

Security Deposit Agreement

A Dutch law-governed agreement establishing terms for providing and managing a security deposit between parties, including deposit maintenance and return conditions.

find out more

Data Privacy Contract

A Dutch law-governed Data Privacy Contract establishing data processing terms and GDPR compliance requirements between contracting parties.

find out more

Collateral Substitution Agreement

A Dutch law-governed agreement enabling the substitution of existing collateral with new eligible collateral while maintaining security interests and economic terms.

find out more

Collateral Agreement

A Dutch law agreement establishing security interests over financial collateral, structured in compliance with Dutch civil law and EU regulations.

find out more

Simple Loan Agreement With Collateral

Dutch law-governed loan agreement with collateral provisions, establishing terms for secured lending and enforcement rights.

find out more

Purchase Security Agreement

A Dutch law-governed agreement establishing security interests over assets to secure obligations arising from a purchase transaction.

find out more

Membership Interest Pledge Agreement

A Dutch law agreement creating a security interest over membership interests in a Dutch company as collateral for secured obligations.

find out more

Deposit Pledge Agreement

A Dutch law security document creating a pledge over bank deposits, establishing the pledgee's security interest over deposited funds with related perfection and enforcement provisions.

find out more

Security Control Agreement

A Dutch law-governed agreement establishing security control measures and responsibilities between parties, ensuring compliance with local regulations and industry standards.

find out more

Key Holding Agreement

A Dutch law-governed agreement establishing terms for professional key holding and emergency access services by a security provider.

find out more

Title Transfer Collateral Agreement

A Dutch law-governed agreement establishing the framework for transferring legal title of collateral between financial parties, compliant with Dutch civil law and EU regulations.

find out more

Third Party Pledge Agreement

A Dutch law security document where a third party provides a pledge over its assets to secure another party's obligations to a creditor.

find out more

Stock Pledge Agreement

A Dutch law-governed agreement creating a security interest over shares as collateral for financial obligations, including provisions for pledge creation, perfection, and enforcement.

find out more

Security Account Control Agreement

A Dutch law-governed tripartite agreement establishing control rights over bank accounts as collateral security, setting out rights and obligations between secured party, account holder, and account bank.

find out more

Receivables Pledge Agreement

A Dutch law security document creating a pledge over a company's receivables in favor of a lender or security trustee.

find out more

Personal Data Protection Agreement

Dutch law-governed agreement for personal data processing compliance under GDPR/AVG and UAVG requirements.

find out more

Master Security Agreement

Dutch law-governed agreement establishing security interests over various assets in financing transactions, compliant with Netherlands security and financial regulations.

find out more

Collateral Sharing Agreement

Dutch law agreement governing the sharing of security interests and enforcement proceeds among multiple creditors, including security agent appointment and enforcement mechanisms.

find out more

Stock Lending Agreement

Dutch law-governed agreement establishing terms for securities lending transactions, including collateral requirements and operational procedures.

find out more

Stock Issuance Agreement

A Dutch law-governed agreement documenting the issuance of shares by a company to subscribers, setting forth terms, conditions, and parties' rights and obligations.

find out more

Share Security Agreement

A Dutch law-governed agreement creating security over shares in a company, establishing pledge rights and enforcement mechanisms in accordance with Dutch legal requirements.

find out more

Promissory Note And Security Agreement

A Dutch law-governed document combining a debt obligation (promissory note) with collateral arrangements (security agreement), establishing both repayment terms and security rights.

find out more

Collateral Access Agreement

Dutch law agreement governing access rights and control mechanisms for collateral arrangements between financial institutions and custodians.

find out more

Convertible Note Agreement

A Dutch law agreement documenting a loan that can convert to company equity, specifying conversion terms, interest rates, and maturity date under Dutch legal requirements.

find out more

Third Party Security Agreement

A Dutch law-governed agreement where a third party provides security interests over their assets to secure another party's obligations.

find out more

Property Collateral Agreement

A Dutch law agreement creating a security interest over real property as collateral for financial obligations, requiring registration with the Land Registry (Kadaster).

find out more

Pledge And Security Agreement

A Dutch law-governed agreement creating security interests over assets to secure financial obligations, subject to the Dutch Civil Code requirements.

find out more

Security Loan Agreement

Dutch law-governed agreement for temporary transfer of securities between parties in exchange for collateral, with comprehensive terms and regulatory compliance measures.

find out more

Security Transfer Agreement

Dutch law-governed agreement for the formal transfer of securities between parties, ensuring regulatory compliance and proper transfer execution.

find out more

Master Repurchase Agreement

Dutch law-governed framework agreement for repurchase transactions, establishing terms for securities financing between financial institutions.

find out more

Personal Guarantee Promissory Note

A Dutch law-governed document combining a promise to pay a specified sum with a personal guarantee, creating both primary payment and secondary guarantee obligations.

find out more

Cross Collateral Agreement

A Dutch law-governed agreement establishing cross-collateralization of multiple assets securing various obligations across different credit facilities.

find out more

Asset Pledge Agreement

A Dutch law security document creating a pledge over specified assets in favor of a creditor, establishing rights and obligations under Dutch Civil Code requirements.

find out more

Warrant Purchase Agreement

A Dutch law agreement governing the purchase of warrants, establishing terms for future share acquisition rights and compliance with Dutch securities regulations.

find out more

Overnight Reverse Repurchase Agreement

A Dutch law-governed agreement for overnight secured lending transactions involving the exchange of securities for cash with next-day reversal.

find out more

Loan Collateral Agreement

A Dutch law-governed agreement establishing security rights over assets as collateral for a loan, compliant with the Dutch Civil Code and financial regulations.

find out more

Film Investment Contract

A Dutch law-governed agreement establishing terms and conditions for film production investment, including investment structure, rights, and profit-sharing arrangements.

find out more

Collateral Trust Agreement

Dutch law agreement establishing a collateral trust arrangement, detailing trustee appointment, collateral management, and security enforcement procedures.

find out more

Collateral Pledge Agreement

A Dutch law security document creating a pledge over specified assets to secure obligations, governed by the Dutch Civil Code and related legislation.

find out more

Cash Deposit Agreement

Dutch law-governed agreement between a bank and depositor establishing terms for cash deposit management, including interest, duration, and withdrawal conditions.

find out more

Share Charge Agreement

A Dutch law security document creating a pledge over shares in a Dutch company as collateral for financial obligations.

find out more

Stock Transfer Contract

A Dutch law-governed agreement documenting the transfer of shares between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Security Trust Agreement

Dutch law-governed agreement establishing a security trust arrangement for managing security interests on behalf of multiple creditors.

find out more

Security Sharing Agreement

A Dutch law-governed agreement establishing protocols and obligations for sharing security information between organizations, ensuring compliance with Dutch and EU regulations.

find out more

Stock Exchange Agreement

A legally binding agreement governing the listing and trading of securities on Euronext Amsterdam, regulated under Dutch and EU financial law.

find out more

Reverse Repurchase Agreement

Dutch law-governed template for reverse repurchase transactions, covering securities sales and repurchases with comprehensive collateral and payment provisions.

find out more

Contract Of Sale Of Shares

A Dutch law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including transfer requirements and obligations of all parties.

find out more

Negative Pledge Agreement

A Dutch law-governed agreement where a borrower commits not to create security interests over its assets in favor of third parties, with specified exceptions.

find out more

Margin Lending Agreement

Dutch law-governed agreement establishing terms for margin lending facilities, including regulatory compliance with Wft and EU directives.

find out more

Security Lending Agreement

Dutch law-governed agreement establishing terms for securities lending transactions between financial institutions, including collateral requirements and regulatory compliance.

find out more

Cash Collateral Agreement

Dutch law-governed agreement establishing terms for cash collateral arrangements between parties, compliant with Dutch civil law and EU regulations.

find out more

Deposit Control Agreement

A Dutch law agreement establishing control rights over deposit accounts between an account owner, bank, and secured party, regulated under the Dutch Civil Code and financial regulations.

find out more

Transfer Of Shares Agreement

A Dutch law-governed agreement facilitating the legal transfer of company shares from seller to buyer, including terms, conditions, and statutory requirements.

find out more

Stock Repurchase Agreement

Dutch law-governed agreement for a company's repurchase of its own shares from existing shareholders, ensuring compliance with Dutch corporate and financial markets legislation.

find out more

Convertible Bond Agreement

A Dutch law-governed agreement establishing terms for bonds convertible into company shares, including conversion rights, pricing, and investor protections.

find out more

Holding Deposit Contract

A Dutch law-governed agreement securing a property for a potential tenant through a holding deposit, establishing terms for deposit payment, return, and conversion to a rental agreement.

find out more

General Security Agreement

Dutch law-governed security agreement establishing security interests over assets, defining terms of security creation and enforcement under Dutch legal requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.