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Equity Split Agreement Template for Netherlands

A comprehensive legal document governed by Dutch law that formalizes the agreement between parties regarding the distribution or redistribution of company equity. The agreement details the specific allocation of shares, the mechanisms for transfer, and the rights and obligations of all involved parties. It complies with Dutch corporate law requirements, particularly Book 2 of the Dutch Civil Code, and includes provisions for implementation, shareholder rights, and necessary corporate approvals. The document typically addresses tax implications, voting rights, and may include specific provisions for future scenarios such as exits or further equity distributions.

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What is a Equity Split Agreement?

The Equity Split Agreement is a crucial document used in the Netherlands when companies need to formalize the distribution or redistribution of their equity among shareholders. It is commonly employed in scenarios such as founder agreements, employee equity participation, investment rounds, or corporate restructuring. The document must comply with Dutch corporate law, particularly the requirements set out in the Dutch Civil Code (Burgerlijk Wetboek). It typically includes detailed information about the current and proposed shareholding structure, valuation methods, transfer mechanisms, and associated rights and obligations. The agreement is essential for maintaining clear ownership records, preventing future disputes, and ensuring proper corporate governance. It often requires involvement from legal professionals, particularly those familiar with Dutch corporate law, and may need to be executed before a Dutch civil law notary.

What sections should be included in a Equity Split Agreement?

1. Parties: Identification of all parties to the agreement, including current shareholders and the company

2. Background: Context of the agreement, including current shareholding structure and reasons for the equity split

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

4. Current Shareholding: Detailed description of the existing share capital and shareholding structure

5. Agreed Equity Split: Details of the new equity distribution and how it will be achieved

6. Implementation: Process and steps for implementing the equity split, including share transfers or issuances

7. Representations and Warranties: Standard representations and warranties from all parties regarding their capacity and authority

8. Costs and Taxes: Allocation of costs and tax responsibilities related to the equity split

9. Confidentiality: Provisions regarding confidentiality of the agreement and its terms

10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

11. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

What sections are optional to include in a Equity Split Agreement?

1. Conditions Precedent: Required when the equity split is subject to certain conditions being met first

2. Shareholder Rights: Needed when the equity split involves changes to voting rights, dividend rights, or other special rights

3. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales

4. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a future sale

5. Non-Competition and Non-Solicitation: Include when shareholders receiving equity are subject to restrictive covenants

6. Management Provisions: Required when the equity split affects management rights or board composition

7. Exit Rights: Include when parties need specific provisions regarding future exit scenarios

8. Deadlock Resolution: Needed when equal shareholding situations could lead to decision-making deadlocks

What schedules should be included in a Equity Split Agreement?

1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of existing shareholding structure including share classes and numbers

2. Schedule 2 - New Shareholding Structure: Detailed breakdown of the new shareholding structure post-equity split

3. Schedule 3 - Share Transfer Forms: Required forms and documentation for executing the share transfers

4. Schedule 4 - Calculation Method: Detailed methodology for calculating the equity split and any valuations

5. Schedule 5 - Corporate Approvals: Copies of relevant board resolutions and shareholder approvals

6. Schedule 6 - Deed of Adherence: Template for new shareholders to adhere to existing shareholders' agreements

7. Appendix A - Timeline: Detailed timeline for implementing the equity split

8. Appendix B - Tax Structure Paper: Analysis of tax implications and structure of the equity split

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Equity Agreement

Cost

Free to use

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