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A good shareholders' agreement is not the set you accidentally write in ten hours, but the set you carefully arrange in ten steps. The ten tips below are the agreements that make the difference between “it lies neatly in a drawer” and “it holds up when it matters.” Not complicated to understand—but the kind of things entrepreneurs keep forgetting until it is too late.
Bram and Joris have by now completed two private limited companies and one shareholders' agreement revision. The lessons below largely stem from their aftermath. Below are the ten points, plus three things you definitely should not do.
Tip 1: make it before the founding, not afterwards
The best shareholders' agreement is not a fix after the fact, but a discussion document with which you start the collaboration. Waiting until there is trouble is like taking out fire insurance while the kitchen is already smoking. Start the conversation while you are still in agreement.
Tip 2: write in clear language, no legal jargon
A shareholders' agreement that your fellow shareholder sets aside after just three pages protects no one. Avoid “subject to what is provided by law” and “to the extent required by law.” Write as you speak. Moreover, unreadable clauses are interpreted to the disadvantage of the drafter—usually you—in the event of a conflict.
Tip 3: Define everything that will matter later
“Substantial”, “within a reasonable timeframe”, “by mutual agreement”, “serious conflict” — these are the words that cause arguments in practice. Make it concrete: “at least €50,000”, “within 30 days”, “in writing and by registered mail”, “two failed voting rounds”. The less room for interpretation, the less discussion.
Tip 4: Address deadlocks before they occur
A deadlock clause seems theoretical — until it is no longer theoretical. A phased mechanism (cooling-off, mediation, binding advice, exit mechanism as a last resort) ensures that a deadlock does not result in proceedings before the Enterprise Chamber. See also deadlock clause in the shareholders' agreement.
Tip 5: choose a good pricing mechanism, not “market value”
“Market value” as the price for exiting shares sounds reasonable, but in practice, it invites years of dispute over what that actually entails. Choose a concrete mechanism: a pre-agreed formula (for example, a multiple of average earnings), book value, or binding advice from a registered valuator. Optionally, combine: a formula for regular situations, and a valuator for conflicts.
Tip 6: arrange good leaver, bad leaver and the intermediate category
The circumstances of departure determine the price. Clearly define the terms (illness from what duration? what constitutes a “serious cause”?) and ensure a fair intermediate category for those leaving who are not “bad.” A detailed leaver clause prevents negotiations every time someone leaves. The full explanation can be found in good leaver vs. bad leaver.
Tip 7: tag along and drag along — always together
Tag along without drag along is an invitation to blockades; drag along without tag along leaves the minority out in the cold. The two belong as mirrored clauses in every shareholders' agreement where an exit is conceivable — and that is, frankly, in every private limited company. Work out threshold percentages, “same conditions,” and time limits concretely. See tag along and drag along.
Tip 8: Have shareholders co-sign personally
Many shareholders hold shares in a BV through a personal holding company. A non-compete clause that binds only the holding company is practically worthless — the natural person behind it can effortlessly start a new company and continue competing. Have the natural person personally co-sign the relevant clauses, such as non-compete and non-solicitation clauses. For the legal background: who is authorized to sign on behalf of a company.
Tip 9: keep the document carefully and update annually
A shareholders' agreement that no one can find protects no one. Keep at least one original per shareholder, plus a scan in a central location accessible to the board. Review the document annually: add new shareholders, remove outdated clauses, and update it for tax and legal purposes. A set from 2018 is rarely still current in 2026.
Tip 10: always have it checked by a lawyer
Whether you wrote it yourself based on a template or had it drafted by a lawyer—an independent check just before signing removes errors you might not see. For a document that touches the core of your BV, this is not an extra expense but a sensible final step. A few hundred euros now prevents tens of thousands of euros later.
Bonus: three things you'd better not do
- Copying a template indiscriminately. A random example rarely fits your BV. Read also why a sample shareholders' agreement is rarely sufficient.
- Mixed employment and shareholder agreements. Employment agreements belong in an employment or management agreement, shareholder agreements in the shareholders agreement. No messy jumbled block of everything.
- No update after major changes. The entry of an investor, a merger, or a holding structure — all moments when the shareholders' agreement must be updated or drafted.
Honest recommendation: consult a lawyer
It is possible to execute ten tips perfectly and still stumble, because the details make the difference. A good shareholders' agreement is not expensive — a bad shareholders' agreement (or no agreement at all) is. An hour or two from a specialized SME lawyer costs a few hundred euros and prevents mistakes that could cost tens of thousands of euros in a conflict.
View the options for having your shareholders' agreement drafted or reviewed . For the step-by-step plan on drafting a shareholders' agreement , read what a shareholders' agreement is for the broader context , and for the rules of Book 2 of the Dutch Civil Code, read Book 2 of the Dutch Civil Code .
Frequently Asked Questions
Draft it before the incorporation, not afterwards. A shareholders' agreement created during a conflict is formed under pressure and almost always turns out to be more expensive. The conversation while you are still in agreement is always easier than the conversation afterwards.
The deadlock clause, the personal signing by natural persons behind holding companies, and a decent leaver scheme. All three have in common that they only turn out to be missing when you need them most — which is precisely when it causes the most damage.
Review at least once a year, and always in the event of major changes: the entry of a new shareholder, a merger, a holding structure, or an amendment to the articles of association. A document from 2018 is rarely still up-to-date with the law or your situation in 2026.
As a study document and as a basis for the discussion with your lawyer: fine. As a ready-made document to sign: almost never. Templates are generic, not tailored to your shareholding structure, articles of association, industry, or objectives.
Vague formulations (“by mutual agreement”, “within a reasonable timeframe”, “substantial”) that look innocent at the time of writing but, in the event of a conflict, cause exactly the discussion you wanted to avoid. Concrete amounts, dates, and triggers make the difference.
For a document that strikes at the core of your BV, a specialized SME lawyer is an investment that more than pays for itself at the first conflict. A few hundred euros now versus thousands of euros later and months of litigation — the math is usually clear.
In that case, only the articles of association and the law apply. For many practical situations—departure, conflict, dividends, competition—that is insufficient. You fall back on open norms and ultimately on the Enterprise Chamber. Slower, more expensive, and rarely to anyone's advantage. Drafting a shareholders' agreement is almost always cheaper than the alternatives.
