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A sample shareholders' agreement is useful for understanding what a good set looks like, but it is almost never a document you can use without modification. The clauses in a sample are formulated generally; your BV is not. Below, you can see what is included in a proper set, why a sample rarely suffices, and how to convert it into something that suits your company.
Bram and Joris once searched for a “sample shareholders’ agreement PDF” on Google, found a document from a law firm dating back to 2014, copied it, and typed their names into it. Three years later, it turned out that the pricing formula in that template was still based on the old flex-bv rules and that the non-compete clause was unusable against Joris on one point. Lesson learned.
The short answer
A sample shareholders' agreement is an excellent study tool: you learn which clauses belong in it, how they are generally formulated, and what the standard structure is. However, do not use it verbatim for your own private limited company. What is missing from a typical example:
- Alignment with *your* articles of association — a random template knows nothing about that.
- The pricing that suits your type of business and industry value.
- The leaver arrangements that align with the actual division of roles.
- The deadlock clause that works with *your* shareholding structure.
- Accurate reflection of recent legislation (the law regarding BVs changed substantially with the Flex-BV Act in 2012 and has continued to develop since then — currently applicable law in Book 2 of the Civil Code).
What is in a typical example?
Most templates you find online contain the chapters that are also included in a good custom set. Generally speaking:
- Parties and shares.
- Voting and decision-making agreements (with a list of “reserved matters”).
- Board composition and appointment.
- Obligation to offer upon departure.
- Price determination.
- Good leaver / bad leaver.
- Tag along / drag along.
- Deadlock clause.
- Non-compete and non-solicitation clauses.
- Confidentiality.
- Dividend policy.
- Dispute resolution.
The full explanation for each section can be found in What is included in a shareholders' agreement.
The five biggest differences between an example and what you need
- Shareholding ratio. A 50/50 BV requires a radically different deadlock clause than a 70/30. An example; I don't know which one you have.
- Industry and risk profile. A software company with IP has different priorities than a family business in the hospitality industry.
- Board role. Do all shareholders also work in the company? Is there one statutory director with a management agreement, and are the others “silent” shareholders? The agreement requires something different for each combination.
- Exit scenario. Are you aiming for an exit within three years, or are you building a family business for generations? Tag along/drag along and pricing differ drastically.
- Articles of Association. The shareholders' agreement must align with the articles of association — see shareholders' agreement vs. articles of association. A template does not recognize your articles of association.
Sample PDF, sample Word, free sample
Versions of all kinds circulate on the internet: PDF, Word, free, from law firms, from startup platforms, from business consultants. They have one thing in common: they were once written for someone else.
A PDF is easy to read but difficult to modify—which tempts entrepreneurs to adopt it unchanged. A Word file is more dangerous: you adjust one name and share ratio and think you are done. A free sample is by definition generic and does not take your situation into account. None of these versions is a substitute for customization.
When can you make good use of an example?
An example works particularly well as study material. Three useful applications:
- Gain insight beforehand. Read an example before you go to a lawyer. You know what questions will come up and think about them in advance.
- Discussion paper. An example can help start the conversation with your fellow shareholders about the real issues — not to sign afterwards.
- Briefing for your lawyer. Mark in an example which clauses you do/do not want, and provide that markup. That saves the lawyer time and you money.
How do you turn a sample into a real shareholders' agreement?
- Conduct a risk assessment — which scenarios do you want to rule out?
- Check alignment with your articles of association — no conflicts, only additions.
- Replace general formulations with concrete ones. An example says “by mutual agreement”; you say “within 30 days, after formal written notification”.
- Define price determination concretely. Not “market value”, but a measurable formula or a specific valuator.
- Have a lawyer walk over it. Not to rewrite everything, but to find the structural errors and gaps. This is usually cheaper than drafting from scratch.
For the complete step-by-step plan, see drafting a shareholders' agreement.
The honest recommendation
An example is reading material; a shareholders' agreement is work. For a document that regulates the core of your BV — who gets what, who is allowed to do what, and who can leave when — cutting corners on drafting is an expensive way to save money. Explore the options for having your shareholders' agreement drafted or reviewed. The difference between “an example you have modified” and “a document that a judge upholds” is precisely why you pay a lawyer.
Frequently Asked Questions
As study material and as a topic of discussion for your shareholders and your lawyer: fine. As a ready-made document to sign: rarely. An example is written for another BV and does not take into account your shareholding structure, articles of association, industry, or purpose.
Templates from law firms and specialized SME legal counsel are generally more reliable than random templates on aggregation sites. However, even these are generic. Ask a specialized legal counsel if they can use their template as a basis for your custom set.
Technically, it is permitted. Practically, however, it is risky: a random version of Word is usually not up to date with the law, not aligned with your articles of association, and not formulated for your shareholding structure. Use it as reading material, not as a document ready for signature.
An example is general and not written for your specific BV. Customization is tailored to your shareholding structure, industry, articles of association, risks, and objectives. You won't see the difference at the time of signing, but you will in any subsequent discussion or conflict.
Parties and shares, voting agreements, board agreements, offer obligation, price determination, leaver schemes, tag along and drag along, deadlock clause, non-compete clause, dividend policy, and dispute resolution. A good example contains them all — but generically.
Conduct a risk assessment, check alignment with your articles of association, replace vague formulations with concrete ones, specify the pricing, and have a lawyer review it. This is generally cheaper than having it drafted from scratch.
Not without thorough adaptation. English-language templates often follow common-law traditions and are poorly suited to Dutch BV law. For international shareholders, an English-language version may be desirable, but it should be based on Dutch law and tailored to the specific situation.
