Since the introduction of the Dutch Flex-BV, many things can be dealt with in the statutes. So why not fix all the agreements in the statutes? Why enter into a shareholder contract? There are two reasons: the shareholders` pact or the by-law Although a shareholder contract is not a mandatory or legal requirement, a well-prepared agreement offers benefits. It allows parties to make special arrangements to follow in certain situations, for example. B when a shareholder wants to sell his shares. Management rules can also be included, so how decisions will be made on the board is clear in advance. With a good shareholder pact, all stakeholders know in advance how to behave with each other, which can prevent disputes. A shareholder contract is always adapted. For a Dutch lawyer, it is important to know exactly what shareholders want to organize in different cases, including: a shareholders` pact (unlike the company`s statutes) cannot be consulted by the public. This will allow confidential agreements on the shareholders` pact to be concluded. A breach of this confidentiality would be a criminal offence, such as a penalty.B. Finally, a shareholder contract can be easily completed or amended by the contracting parties themselves, while a change in the statutes requires a notarized deed. The role of shareholders is important for the creation, progress and sustainability of a company.
This role includes certain obligations, but it also offers legal rights and interests. An equity valuation (SAR) right is, for example, an agreement between the company and an employee in which the employee has the right to benefit from the increase in the value of one or more shares of the company. This means that there is no need to issue shares or deposits on shares. Shareholder disputes often depend on the text of the shareholders` pact. It is therefore imperative that the agreement be developed by an experienced lawyer. Under a joint enterprise agreement (JVA), two or more companies (the joint venture partners) agree to a mutual cooperation in which they jointly develop a new business. To this end, a new limited company or another company (the joint venture) is often created in which the joint venture partners participate. A joint enterprise agreement therefore presents both the characteristics of a cooperation agreement, on the one hand, and that of a shareholder agreement, on the other. When an investor holds shares or preferred shares, he or she usually enters into an equity agreement with the company. The participation agreement covers issues such as the amount of investment and the conditions applicable to the investment. At the same time as the participation agreement, the investor often becomes a party to the shareholder contract (or a shareholder contract is concluded if it does not yet exist). To amend the terms of the shareholders` pact, all parties to the agreement must agree with it (not necessarily all shareholders of the company).
Therefore, the board of the works council is not necessary and no notary is required for the amendment. However, it is recommended that you seek legal advice before you can determine what you had in mind. The shareholders` pact is not required. Shareholders and directors of a private company must comply with the Dutch corporate law of the Dutch civil code and the company`s statutes. However, directors and shareholders may decide to create a shareholder pact to frame the relationship between them within a company. In the Netherlands, shareholders` obligations depend on the type of company in which they have acquired shares.