Collaborate

When you want to go into business together, you can do so in many different ways. The way that suits you best depends on the extent to which you want to work together, but also on taxation. For example, it is possible to just agree that you will carry out certain activities together, but you will each do so from your own sole proprietorship or limited company. You can also set up a BV or cooperative together or enter into a VOF or partnership.

Costly

Especially when there is more connection, it is important that all noses are in the same direction. At the start of the cooperation, this is usually thought to be the case. In practice, it often turns out that not everything has been discussed, so it is not clear what exactly everyone wants. This can have unpleasant and costly consequences.

When working together, it is therefore important to properly record, why you are working together and what everyone's rights and obligations are. It is just as important to record how you can separate again if the cooperation does not work out.

When working together through a BV or cooperative, such an agreement is referred to as a shareholder agreement or participation agreement. In the case of a VOF or partnership, it is called the VOF or partnership contract.

In such an agreement, you can specify the following matters, among others:

• enhanced majority for special decisions;
• restrictions of powers of the management and partners respectively;
• regulations regarding unequal payments on shares respectively on the capital account;
• specific profit reserves;
• blocking the acquisition of control by third parties within the structure;
• a valuation scheme in case of sale to the other shareholders respectively partners;
• a (deferred) payment arrangement;
• the future financing of the company;
• dividend policy;
• non-competition clause;
• non-solicitation clauses;
• management agreement and effort obligation of partners respectively;
• lock-up period;
• a drag-along / tag-along arrangement that allows for the possibility of forcing a co-shareholder and co-partners, respectively, to accept a 'golden' offer for the company.

A shareholder agreement may then specifically include the following:

• arrangements regarding special appointment and/or nomination rights of shareholders;
• special offer obligations;
• an arrangement enabling a shareholder to save inheritance tax in case of death.

For more information on drawing up a good cooperation agreement, please contact us. We will be happy to help.