Cooperation or shareholders' agreement

When working together, it is important that all noses are pointed in the same direction. At the start of the collaboration, it is usually thought that this is 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. Especially when the partnership is not terminable.

Although much of what is described below also applies to the partnership, VOF or cooperative, we will discuss the cooperation through a BV or NV below. The law and therefore most articles of association assume that the only role of a shareholder in such companies is that of financier. Without proper articles of association, a good shareholder or cooperation agreement, anything can go wrong, without it being possible to evict the shareholder who does things you don't want.

In a shareholder agreement, you can specify, among other things, the following matters

• reinforced majority for special resolutions;
• special offer obligations;
• restrictions on board powers
• arrangements regarding unequal payments on shares;
• regulations regarding special appointment and/or nomination rights of shareholders;
• specific profit reserves;
• block on obtaining control from third parties within the structure;
• a drag-along / tag-along arrangement providing the possibility to force a co-shareholder to accept a 'golden' offer for the shares;
• a valuation arrangement in case of sale to the other shareholders;
• a (deferred) payment arrangement;
• an arrangement allowing to save inheritance tax in case of death of a shareholder;
• the future financing of the company;
• dividend policy;
• non-competition clause;
• relationship clauses;
• management agreements;
• lock-up period.

A good shareholders' agreement not only sets out what is expected from each of the parties involved, but also what the consequences are if one of the parties involved does not comply. Without a good shareholders' agreement, you may find that the partnership is no longer working, but you cannot get out of it because no one is willing to take over your shares for a realistic amount.

It is important to align the shareholder agreement with the articles of association and vice versa.

For more information on drawing up a good shareholder agreement, management agreement or adjustment of the articles of association, please contact us. We will be happy to help you.