Custom legal document

Drafting a share premiumagreement

Have it drafted, amended, or reviewed by our legal experts and/or lawyers starting from 99
SME Lawyers

Depositing share premium is easily done — withdrawing premium tax-free is not.
A direct repayment is quickly viewed as a taxable dividend; therefore, clearly document both the deposit and the repayment route, and have the tax aspects reviewed.

  • Truly Tailor-Made Legal Solutions
  • Fixed rates
  • Pay later after draft
  • Free adjustment round
  • Delivered within 5 working days
  • Express delivery possible
  • Available in Dutch and English

How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

  • Lawyers and in-house counsel
  • Active since 2001
  • Affordable custom legal services
  • Always focused on practical use

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Omar

Right from the intake, it was clear that we were dealing with specialists. They pointed out tax risks in the contract that we hadn't considered at all. A party that delivers on what it promises on its website.

Evelien

The review of the document was thorough. The lawyer's patience in explaining the liability clauses was admirable. These documents will undoubtedly save us a lot of headaches in the future.

Henk

I was struck by how customer-oriented the initial approach was. It was very pleasant that we could review the drafts digitally and quickly. Our business partners were impressed by the professionalism of the contracts.

Wouter

They really thought along with our situation. The empathy and understanding of the lawyer made this a very pleasant collaboration. It is clear that they have a passion for entrepreneurship.

Amira

There was immediate room for our own input and ideas. They managed to forge an extremely complex joint venture agreement in a short timeframe. It is clear that they have a passion for entrepreneurship.

Latifa

Professionalism was evident from the very first moment. Our industry was taken into account. The service was professional and personal.

Hans

We were immediately assigned a dedicated contact person, which worked very well. The corrections were always implemented lightning-fast in the new version. A company that delivers on what it promises on the website.

Iris

They immediately focused on solutions rather than problems. The translation of our wishes into watertight legal provisions was impressive. The service was professional and personal.

Maysa

A very smooth onboarding as a new client. Throughout the process, we were constantly kept well informed of the progress. Our business partners were impressed by the professionalism of the contracts.

Boaz

We didn't know exactly which document we needed, but received sound advice immediately. It was a relief that our emails were often answered comprehensively within just a few hours. Our business partners were impressed by the professionalism of the contracts.

Yara

We received excellent assistance with our legal questions. The entire process felt like a co-creation rather than a one-sided assignment. A reliable partner who strives for perfection in their documents.

Rob

No waiting times or endless menus; we got someone on the line immediately. The expertise regarding privacy and GDPR was clearly noticeable and up-to-date. The end result aligns 100% with our high standards.

Nisrine

We received excellent assistance with our legal questions. The lawyer really took the time to understand our specific SaaS solution before starting to write. The service was professional and personal.

Jamal

The clear structure of the process was well communicated in advance. Coordination with our accountant was flawless and professional. A reliable partner who strives for perfection in their documents.

Houda

We quickly received the right guidance in a legal landscape unfamiliar to us. Our questions were answered calmly and clearly. The quality fully met our expectations.

Arjan

It is pleasant when a party immediately understands the core of the problem. The follow-up care and the opportunity to ask brief questions were arranged superbly. It is clear that they have a passion for entrepreneurship.

Danielle

The lawyer took the time to explain everything thoroughly. The lawyer always maintained an overview, even when the wish list changed in the meantime. Everything was delivered neatly and on time.

Nordin

We were in a contentious situation, but the calm start defused the tension. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. These documents will undoubtedly save us a lot of headaches in the future.

Marco

I couldn't see the wood for the trees, but the first meeting immediately provided clarity. The documents were neatly formatted and delivered directly in our house style. Everything was delivered properly and on time.

Vincent

A breath of fresh air to speak with lawyers who speak our language. They pointed out tax risks in the contract that we hadn't considered at all. A reliable partner who strives for perfection in their documents.

Luca

The clear structure of the process was well communicated in advance. The service felt personal and reliable. Our clients respond positively to the clear general terms and conditions.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
  • First consultation free and without obligation
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
  • You will get a feel for the office and the people faster
  • The video supports the choice for customized legal solutions
  • After that, you can immediately request a quote or intake

What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content of your share premium agreement?

The right agreement depends on your structure and purpose. These choices determine which provisions you need.

Choice or question Why this matters legally
Are you paying informal share premium or issuing new shares? With informal share premium, the shareholding ratio does not change; with issuance, it does, requiring notarial intervention.
Would you like to be able to repay the premium later? In that case, it is wise to determine the route and conditions now.
Are there multiple shareholders? A contribution by a shareholder may affect the mutual relations and the distribution policy.
Is a benefits assessment necessary? In the event of repayment, the board must assess whether the BV can continue to meet its due debts (Article 2:216 of the Dutch Civil Code).
Do you want certainty regarding the tax implications? A tax-free refund requires a strict procedure; have it assessed for tax purposes in advance.
Clauses and provisions

What belongs in a share premium agreement?

Which provisions you need depends on your structure and your objective. These are the components that cause the most discussion in practice, with the legal focus our lawyers pay attention to for each component.

Provision Relevant to Legal point of attention
Parties and capacity Always Name the BV and the contributing shareholder; share premium can only be contributed by a (future) shareholder.
Amount and description of the deposit Always Determine the amount paid in above the nominal value, without issuing new shares.
Informal or formal share premium Always Determine whether it concerns informal share premium (without share issuance) or share premium upon issuance; this determines the administrative and tax treatment.
Resolution of the general meeting Always A share premium contribution must be supported by a resolution of the General Meeting of Shareholders; record that resolution.
Allocation to the share premium reserve Always Rule that the deposit is booked to the share premium reserve; an incorrect entry complicates subsequent repayment.
Refund conditions Optional Specify under which conditions and via which route premium can be repaid.
Tax considerations Recommended In principle, repayment is taxed as a dividend, unless the correct procedure is followed; have this reviewed for tax purposes.
Applicable law and disputes Always Choose Dutch law and the competent court.
Use in practice

How do you use a share premium agreement correctly?

The agreement only works if you use it at the right times. Please note the following.

Situation What should you do? Point of attention
Upon the deposit Record the AGM resolution and the share premium agreement Without documentation, disputes arise regarding the amount and nature of the deposit.
When booking Process the deposit correctly on the share premium reserve An incorrect booking complicates a later refund.
Upon refund Follow the correct legal and tax route A direct distribution is easily regarded as a taxable dividend.
With multiple shareholders Align the benefits policy Prevent a refund from distorting the balance.
Common mistakes

Common mistakes with a share premium agreement

We see these errors most often in practice, and the consequences are particularly significant from a tax perspective.

Wrong Consequence Better approach
No share premium agreement or AGM resolution Uncertainty regarding the nature and amount of the deposit Record the deposit and decision in writing.
Repay premium directly Taxed as a dividend Follow the route via conversion to capital and capital reduction, after tax assessment.
Skip the benefit test Directors' liability for a shortfall Perform the balance sheet and distribution test (Article 2:216 of the Dutch Civil Code).
Confusing informal and formal premium Incorrect administrative and fiscal processing Determine in advance which form you choose.
Using an internet model Does not fit your structure and tax situation Custom solutions with tax alignment.
Risk profile

Which share premium payment do you have and what should you look out for?

The emphasis varies depending on the situation. If you recognize your case, you know where the focus should lie.

Risk profile Example Focus in the document
Director-major shareholder strengthens their own private limited company Contribution to improve equity Clear documentation and process for subsequent repayment.
Investor deposits premium Capital injection without dilution Relationship to the shareholders' agreement and repayment arrangements.
Preparation for repayment Reclaim share premium tax-free later The tax route and the distribution test.
Multiple shareholders, unequal contributions A shareholder contributes more Correct allocation to the share premium reserve and consequences for distributions.
Additional documents

What else do you need besides a share premium agreement?

The share premium agreement governs the payment. In these situations, you need an additional document.

Situation Supplementary document Why
You want to regulate the relationships between shareholders Shareholders' Agreement For participation, payout policy, and a dispute resolution mechanism.
You lend money to or borrow from the BV Current account agreement For the standing settlement of cash flows with the BV.
You want financing that can be converted into shares later Convertible loan An alternative to a capital contribution, with a conversion right.
Explanation of this document

Drafting a share premium agreement, why?

Not every entrepreneur knows exactly what share premium agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal arrangements are important.

What is a share premium agreement?

A share premium agreement stipulates that a shareholder contributes funds to the BV above the nominal value of their shares, without new shares being issued for this purpose. This additional amount is called the share premium and is recorded in the share premium reserve. The agreement between the shareholder and the company clarifies the amount contributed, the reasons for doing so, and the conditions under which the amount may be repaid.

What is share premium and informal capital?

Share premium is a form of informal capital: the shareholder strengthens the equity of the BV without changing the shareholding structure. This is attractive for improving the company's financial health, making an investment, or preparing for a future distribution, while control remains unchanged.

When do you commit to a share premium payment?

As soon as a shareholder injects funds into the company that are neither a loan nor a formal share issuance, a share premium agreement is advisable. Without written documentation and a resolution of the general meeting, disputes will arise later regarding the nature, amount, and repayability of the contribution.

What belongs in a share premium agreement?

A good agreement specifies the parties, the amount of the contribution, the allocation to the share premium reserve, the underlying resolution of the general meeting, and any conditions for repayment. Tax considerations should also be included, so that a subsequent repayment is not unintentionally classified as taxable dividend.

Repaying share premium: pay attention to the tax route

In principle, a repayment of share premium is treated as a dividend distribution, resulting in dividend tax. A tax-free repayment is possible under certain conditions, but requires a strict procedure — typically the conversion of the share premium reserve into share capital followed by a formal capital reduction. Have this procedure assessed for tax purposes in advance. Additionally, the board must perform the distribution test for every distribution: can the BV continue to pay its due debts (Article 2:216 of the Dutch Civil Code)?

Informal share premium or issue new shares?

With informal share premium, the share ratio remains unchanged and no notarial issuance is required. However, if you wish to change the ratios or formally allow an investor to join, a share issuance (with share premium) is the more logical choice. Which form is appropriate depends on your objective and your structure.

Have a share premium agreement drawn up

Our legal experts draft a tailor-made share premium agreement that fits your structure and aligns with the shareholders' agreement, with attention to the tax implications of repayment. With a fixed upfront price and a free consultation. We assist both large companies and the local entrepreneur.

Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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