The Share Subscription And Shareholders Agreement is a crucial document used when a company is issuing new shares and needs to establish or update the framework for shareholder relationships. It is particularly relevant in scenarios involving new investment rounds, company expansion, or restructuring of ownership under Dutch law. The document serves dual purposes: firstly, it details the mechanics and terms of the share subscription, including payment terms and conditions precedent; secondly, it establishes the ongoing framework for how shareholders will interact with each other and the company. This includes corporate governance provisions, share transfer restrictions, minority protections, and exit mechanisms. The agreement must comply with Dutch corporate law requirements and often includes specific provisions required by Dutch practice, such as those relating to works council consultation rights and notarial requirements for share transfers.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of all parties including the Company, existing shareholders, and new subscriber(s)
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription for Shares: Details of share subscription, including number, class, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the share subscription
6. Warranties and Representations: Standard warranties from the company, existing shareholders, and new subscribers
7. Management and Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights
9. Reserved Matters: List of decisions requiring special majority or unanimous approval
10. Share Transfer Restrictions: Limitations on share transfers, including lock-up period and transfer procedures
11. Pre-emption Rights: Process for offering shares to existing shareholders before external sales
12. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
13. Anti-dilution Protection: Mechanisms to protect shareholders from dilution in future share issues
14. Confidentiality: Obligations regarding confidential information and company secrets
15. Term and Termination: Duration of the agreement and circumstances for termination
16. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Dividend Policy: Used when parties want to establish specific dividend distribution rules
2. Intellectual Property Rights: Important for technology companies or when IP is a significant asset
3. Non-Competition and Non-Solicitation: Included when shareholders are also involved in business operations
4. Dead-Lock Resolution: Required for 50/50 joint ventures or where major decisions require unanimous consent
5. Put and Call Options: Used when parties want specific exit mechanisms
6. Employee Share Scheme: Relevant when company has or plans to implement employee share ownership
7. Information Rights: Detailed reporting requirements, typically for professional investors
8. Strategic Direction: Used when specific business objectives need to be agreed upon
9. Additional Funding Provisions: Important for growth companies likely to need future funding rounds
10. Founder Commitments: Required when founders have specific obligations or restrictions
1. Schedule 1: Details of the Company: Company information including registration details, share capital structure
2. Schedule 2: Shareholding Structure: Pre and post-completion shareholding tables
3. Schedule 3: Subscription Details: Detailed terms of the share subscription including payment mechanics
4. Schedule 4: Company Warranties: Comprehensive list of company warranties
5. Schedule 5: Reserved Matters: Detailed list of matters requiring special approval
6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7: Deed of Adherence: Template for new shareholders to join the agreement
8. Schedule 8: Business Plan: Initial business plan and strategic objectives
9. Schedule 9: Tag and Drag Terms: Detailed mechanics for tag-along and drag-along rights
10. Appendix A: Articles of Association: Current or amended articles of association
11. Appendix B: Shareholders' Register: Copy of the updated shareholders' register
Find the exact document you need
Corporation Shareholder Agreement
A Dutch law-governed agreement that establishes rights, obligations, and relationships between shareholders in a Netherlands-registered corporation.
Download
Share Allocation Agreement
A Dutch law-governed agreement detailing the terms and conditions for allocating company shares to specified recipients, including share details, rights, and obligations.
Download
Shareholder Resignation Agreement
A Dutch law agreement documenting a shareholder's resignation and share transfer, including terms, conditions, and mutual obligations under Dutch corporate law.
Download
Share Purchase And Shareholders Agreement
A Dutch law-governed agreement combining share purchase terms and shareholders' arrangements, governing both the sale of shares and ongoing shareholder relationships.
Download
Share Redemption Agreement
A Dutch law-governed agreement documenting the terms and conditions for a company's redemption of its shares from existing shareholders.
Download
50 50 Shareholder Agreement
A Dutch law-governed agreement establishing rights and obligations between two equal (50-50) shareholders, including governance and deadlock resolution provisions.
Download
Silent Shareholder Agreement
A Dutch law agreement establishing a silent partnership arrangement where an investor provides capital while remaining undisclosed to third parties.
Download
Shareholder Termination Agreement
A Dutch law agreement governing the exit of a shareholder from a company, including share transfer terms, payment conditions, and mutual obligations.
Download
Shareholder Redemption Agreement
Dutch law agreement governing the repurchase of company shares from shareholders, including terms, conditions, and completion requirements.
Download
Unanimous Shareholder Agreement
A Dutch law-governed agreement establishing rights and obligations between all company shareholders, serving as the primary corporate governance document.
Download
Minority Shareholder Agreement
Dutch law-governed agreement establishing rights and protections for minority shareholders while defining their relationship with majority shareholders and the company.
Download
Small Business Shareholder Agreement
Dutch-law governed shareholder agreement for small business BVs, establishing rights, obligations, and governance structures between company shareholders.
Download
Shareholder Buy Sell Agreement
A Dutch law-governed agreement establishing procedures and obligations for share transfers between shareholders in a private company.
Download
Stakeholders Agreement
Dutch law-governed agreement establishing rights and obligations between company stakeholders, including share ownership and corporate governance provisions.
Download
Director Shareholder Agreement
Dutch law agreement governing the relationship between a company and its director-shareholder, including management and ownership rights.
Download
Shareholders Agreement For Private Limited Company
A Dutch law-governed agreement establishing rights, obligations, and relationships between shareholders in a private limited company (BV).
Download
Shareholder Support Agreement
A Dutch law agreement establishing shareholders' commitments to support specific corporate actions or transactions, including voting obligations and transfer restrictions.
Download
Entrusted Shareholding Agreement
A Dutch law agreement establishing an arrangement where a Trustee holds shares on behalf of a Beneficial Owner, defining their respective rights and obligations.
Download
Subscription And Shareholders Agreement
Dutch law agreement combining share subscription terms with shareholders' governance arrangements, establishing investment terms and ongoing shareholder relationships.
Download
Share Subscription And Shareholders Agreement
A Dutch law-governed agreement combining share subscription terms and shareholders' arrangements, establishing rights and obligations between company shareholders.
Download
Partnership Shareholder Agreement
A Dutch law-governed agreement establishing rights and obligations between partners who are shareholders in a partnership structure.
Download
Startup Shareholder Agreement
A Dutch law-governed agreement establishing rights and obligations between startup shareholders, including governance and share-related provisions.
Download
Share Contribution Agreement
A Dutch law-governed agreement documenting the contribution of shares from one party to another, typically used in corporate restructurings and investments.
Download
Employee Shareholder Agreement
Dutch law-governed agreement establishing terms for employee share ownership, including rights, restrictions, and obligations under Netherlands corporate and employment regulations.
Download
Shareholder Subscription Agreement
A Dutch law-governed agreement for the subscription and issuance of shares in a company, including terms of investment and statutory requirements.
Download
Shareholder Transfer Agreement
A Dutch law-governed agreement documenting the transfer of shares between shareholders, requiring execution via notarial deed.
Download
Shareholder Purchase Agreement
Dutch law-governed agreement for the sale and purchase of company shares, detailing transaction terms and regulatory compliance requirements.
Download
Shareholder Loan Agreement
A Dutch law-governed agreement setting out terms for a loan from a shareholder to a company, including loan amount, interest, and repayment conditions.
Download
Sales Of Shares Agreement
Dutch law-governed agreement for the sale and purchase of company shares, detailing transaction terms, warranties, and completion requirements.
Download
Nominee Shareholder Agreement
A Dutch law-governed agreement establishing the terms under which a nominee shareholder holds and manages shares on behalf of a beneficial owner.
Download
ұԾ’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; ұԾ’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
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)