Drafting a shareholders' agreement: step-by-step plan and pitfalls

Drafting a shareholders' agreement involves seven steps: determine the shareholding ratios, map out the risks, choose a solid basis, tailor the clauses, check compliance with the articles of association, have it legally reviewed, and have all shareholders sign. Sounds straightforward. In practice, however, almost everyone stumbles at step four.

Bram and Joris have since learned the hard way. They arranged everything for their new BV (together with Sanne, who joined with shares) in two weeks. In this article: the step-by-step plan for those who want to tackle this seriously, the pitfalls that cost the most money, and why hiring a lawyer is not a luxury but a wise investment in this process.

The short answer: in 7 steps

1. Determine share ratios and goals — who has what and who wants what?
2. Map out the risks — where do things usually go wrong?
3. Choose a good foundation — model, industry variant, or from scratch?
4. Tailor-made clauses — no copying.
5. Aligns with the articles of association — no conflicts, but supplementary.
6. Have it legally reviewed — by someone without vested interest.
7. Have all shareholders sign — and keep the document carefully.

Below, step by step, with the concrete questions you need to ask yourself.

Step 1: Share ratios and goals

Before you write a single letter: who are the shareholders, what is their relationship to one another, and what do they want to achieve with the BV? Topics to discuss:

• Share ratio — who has how much, and why?
• Division of roles — who is a director, who is a “silent” shareholder, who works with the company, and who invests only?
• Time horizon — are you building a long-term business or working towards an exit?
• Expected entrants — will there be an investor, will a key employee receive shares?

These conversations always go more easily if you agree now. Waiting until the first discussion doesn't make it cheaper.

Step 2: Identifying risks

The “what if…” exercise. Go through these scenarios and consider what needs to be arranged in any case:

• One of the shareholders wants to exit voluntarily.
• One of the shareholders becomes seriously ill or dies.
• One of the shareholders is getting divorced or going bankrupt — and the stake threatens to fall into other hands.
• One of the shareholders is dismissed as a director.
• You fundamentally disagree on an important decision.
• An external party wants to acquire the BV (partially).
• A shareholder starts a competing company.

For each scenario: what is the desired answer? The shareholders' agreement must include a clause for this.

Step 3: choose a good base

Three options:

• Starting from scratch. Safe but expensive. A lawyer writes completely custom-made documents. Costs add up.
• A good template as a basis. Many SME lawyers work with tested templates that they customize in a few hours. Faster and cheaper.
• A free template from the internet. Often outdated, often not adapted to Dutch law, rarely complete. We prefer not to warn about the risks of cut-and-paste contracts, but feel free to read them again.

For most SMEs, option 2 is the smartest route — best value for money.

Step 4: tailor the clauses

Everyone stumbles here, because this is the hardest work. A few examples of what “made-to-measure” means:

• An obligation to offer has at least five parameters: who offers to whom, in what proportion, for what price, within what period, and with what payment structure?
• A deadlock clause can contain five different mechanisms (casting vote, Russian roulette, mediator, register valuator, exit) — which one suits *you*?
• A non-compete clause must be reasonable in terms of duration, geographical scope, and activity; otherwise, it is worthless in court.

One thing upfront: do not copy any wording without understanding it. A shareholders' agreement is not a collection of loose sentences, but a coherent structure in which a change in clause 7 affects clause 13.

Step 5: Align with the articles of association

Under corporate law, the articles of association take precedence. A shareholders' agreement that conflicts with mandatory articles of association or the law is worthless on those points — the mandatory basic rules are found in Book 2 of the Civil Code. Review the articles of association and the agreement together, and amend the articles of association if necessary (at the notary) or the shareholders' agreement (faster). For the rules of the game, see also shareholders' agreement vs. articles of association.

Step 6: Have it legally reviewed

Even if you use a good template and have modified it yourself, have it reviewed by a legal expert or lawyer with experience in corporate law. An independent perspective almost always finds things you missed yourself. For the choice between parties: the difference between a lawyer and a legal expert.

The substantive check typically takes one to two hours of legal work and prevents errors that cost thousands of euros in a conflict. Not an excessive investment.

Step 7: Have all shareholders sign

A shareholders' agreement binds only the signatory. So do not forget:

• All current shareholders.
• In the case of community of property: often the shareholder's partner as well. This prevents surprises in the event of a divorce.
• In the case of personal holding companies: the natural person behind the holding company (so that the non-compete clause also binds him personally — see also why you co-sign a shareholders' agreement in a personal capacity).
• For subsequent entrants: a declaration of accession in which they join the existing agreement.

Carefully retain the signed document — at least one original per shareholder, plus a scan in a central location accessible to directors.

What are the costs?

The price varies significantly by batch and complexity:

• Free template — €0, but rarely complete. High chance of problems later on.
• Specialized SME lawyer — usually a few hundred to just over €1,000 for a custom set.
• Large law firm — often €2,000 to €5,000, sometimes considerably higher.
• International or highly complex — upper end of the range plus.

For the average SME BV, an SME lawyer is usually the smartest choice. For a substantive comparison and routes, you may also want to read our post on the cost of drafting general terms and conditions — the same principles apply.

Honest recommendation

A shareholders' agreement is a document you put a few hours of careful work into once every few years—and which determines your position in any serious dispute thereafter. You may do it yourself, but always have it reviewed by someone with legal expertise before it is signed. An error in the pricing, a loophole in the leaver scheme, or an invalid non-compete clause will immediately cost more in a dispute than today's legal bill.

View the options for having your shareholders' agreement drafted or reviewed. For the content checklist, see what is included in a shareholders' agreement; for the broader overview, see what is a shareholders' agreement.

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