Why do you need a shareholder agreement?

Does your BV have multiple shareholders? If so, you may need a shareholder agreement. In this document you record the mutual agreements between the shareholders. What if there is a dispute between the shareholders? Or someone falls ill for a long period of time? What about competitive activities of a shareholder? What if a majority shareholder wants to leave or wants to sell his shares to a third party? Are the other shareholders obliged to go along with this? If so, under what conditions? What happens if a third party makes an offer for a large part of the shares? All kinds of situations may arise that are not regulated by the articles of association or the law. These matters can be regulated in a shareholder agreement, in the process avoiding lengthy and expensive procedures. The shareholders’ agreement is often amended as soon as the composition of the group of shareholders changes. Contrary to the articles of association of a company, a shareholder agreement can easily be supplemented or amended without the intervention of a civil-law notary. The articles of association usually contain the basic agreements and the shareholders’ agreement contains more specific agreements (sometimes even deviating agreements) between the shareholders. An important difference between the articles of association and the shareholders’ agreement: the articles of association are public and the shareholders’ agreement is not. The agreements in the shareholder agreement are therefore confidential.

What does a shareholders’ agreement regulate? For instance:

  • decision-making by the board of directors
  • general meeting decision-making
  • deadlock
  • lockup
  • tag along and drag along
  • issue of shares
  • bad leaver
  • non-competition
  • privacy

Is this shareholder agreement indeed customised?

Would you like to have your shareholder agreement draughted or checked? Get in touch  and we will provide you with a fixed quote.