The Agreement For Transfer Of Shares is a crucial document used in Dutch corporate transactions when ownership of company shares needs to be transferred between parties. This agreement is particularly important in the Netherlands due to specific legal requirements, including mandatory notarial involvement for private company (B.V.) share transfers. The document serves multiple purposes: it evidences the parties' agreement, sets out the terms and conditions of the transfer, allocates risks between parties through warranties and indemnities, and ensures compliance with Dutch corporate law requirements. It's commonly used in various scenarios including company acquisitions, corporate restructuring, succession planning, and investment transactions. The agreement must comply with the Dutch Civil Code and may require additional approvals from corporate bodies or regulatory authorities depending on the transaction's nature.
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1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and addresses
2. Background: Context of the transaction, including description of the company whose shares are being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core provisions regarding the transfer of shares, including number and class of shares
5. Purchase Price: Specification of the purchase price and payment terms
6. Completion: Details of when and how the transfer will be completed, including signing and closing requirements
7. Sellers Warranties: Standard warranties about the shares and the company provided by the seller
8. Buyers Warranties: Basic warranties from the buyer, including authority to enter into the agreement
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Provisions regarding confidentiality of the transaction and company information
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other metrics
2. Tax Indemnity: Specific tax-related indemnities, used when tax risks are identified
3. Non-Competition: Restrictions on seller's future business activities, used when seller might compete
4. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
5. Employee Matters: Special provisions regarding key employees or employee-related liabilities
6. Intellectual Property: Specific provisions for companies where IP is a significant asset
7. Bank Financing: Provisions related to external financing of the purchase price
8. Works Council Approval: Required when works council consultation is necessary
1. Details of the Shares: Detailed description of shares being transferred including share numbers and certificates
2. Warranties: Detailed list of warranties given by the seller
3. Completion Requirements: Checklist of documents and actions required for completion
4. Company Information: Key details about the company including corporate structure and financial information
5. Encumbrances: List of any existing encumbrances on the shares
6. Deed of Transfer: Form of notarial deed required for the transfer
7. Board Resolutions: Required corporate approvals and resolutions
8. Disclosure Letter: Seller's disclosures against the warranties
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