Custom legal document

Sharepurchaseagreement

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SME Lawyers

Do not hastily put this document together yourself — a false sense of security is harmful.
Have a specialist screen it and be in a stronger position when it matters.

  • Truly Tailor-Made Legal Solutions
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  • 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

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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Is your document outdated, copied, generated with AI, or no longer suitable?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)

Maud

Excellent communication and a carefully drafted document. We were given tight deadlines that were fortunately met well by both sides. The final result aligns 100% with our high standards.

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.

Manon

They really thought along with our situation. It was nice that they didn't charge by the hour for a simple extra question. Our customers respond positively to the clear general terms and conditions.

Wessel

It was immediately a constructive and goal-oriented conversation. The interim evaluation ensured that we remained exactly on the same page. It is clear that they have a passion for entrepreneurship.

Driss

I had not expected legal assistance could be so accessible. Communication by email and phone was clear. A reliable partner who strives for perfection in their documents.

Rose

The lawyer's sharp questions immediately got us thinking. They managed to reduce an extremely tough file to manageable proportions. These documents will undoubtedly save us a lot of headaches in the future.

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.

Burak

The communication was smooth and professional. A perfect balance was struck between protecting our business and not deterring customers. The end result aligns 100% with our high standards.

Jurre

We quickly gained the certainty we were looking for. The concept was clear and practically applicable. The service was professional and personal.

Milan

From day one, there was open and honest communication. The lawyer pointed out aspects we hadn't considered ourselves. These documents will undoubtedly save us a lot of headaches in the future.

Loubna

The lawyer took a practical approach with our company. There was no unnecessary fuss about minor changes outside the scope. Fantastic value for money for this level of expertise.

Nina

The promises on the website were fulfilled immediately during the first contact. The process was clear from start to finish. It is clear that they have a passion for entrepreneurship.

Nassim

The friendly approach immediately put us at ease. The documents were neatly formatted and delivered directly in our house style. These documents will undoubtedly save us a lot of headaches in the future.

Hamza

We had never hired a lawyer before, but this was a very pleasant first experience. The personal involvement made us feel truly supported. The end result aligns 100% with our high standards.

Sandra

We quickly gained a clear picture of the possibilities. The final document looked professional. The end result aligns 100% with our high standards.

Mark

The consultation provided immediate clarity. The price-quality ratio was good. The service was professional and personal.

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.

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.

Anouk

The initial analysis of our documents was razor-sharp. It was clearly indicated what we needed to pay attention to. A reliable partner who strives for perfection in their documents.

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.

Nick

The lawyer immediately asked the right, critical questions. We were excellently guided through the maze of current laws and regulations. A party that delivers on what it promises on its website.

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?

Before the document is drafted, a few key questions determine which agreements are necessary. Your answers guide the scope and weight of the guarantees.

Choice or question Why this matters legally
Are all or part of the shares being sold? In the case of a partial sale, the seller remains a shareholder; in that case, coordination with a shareholders' agreement is required.
Is the purchase price paid in a lump sum or in installments? A staggered payment or earn-out requires agreements regarding security, escrow, and what happens in the event of non-payment.
Has due diligence taken place? The outcome of the due diligence determines which guarantees and indemnities are required for known and unknown risks.
Will the seller remain involved with the company? If so, agreements regarding a transition period, management, and a non-compete clause are important.
Are other shareholders or consents required? The articles of association or a shareholders' agreement may require an offer obligation or approval before you can deliver.
Clauses and provisions

What elements belong in a share purchase agreement?

A full share purchase agreement covers both the purchase price and protection after the acquisition. The components below form the core of the document.

Provision Relevant to Legal point of attention
Parties and shares Always Describes the seller, the buyer, and which shares (quantity, type, numbers) in which company are being transferred.
Purchase price and payment Always Specifies the amount, payment dates, and any earn-out or escrow.
Suspensive conditions Upon financing or approval Stipulates that the transfer will only proceed if, for example, financing is secured or a third party gives consent.
Seller's warranties Always recommended The seller guarantees, among other things, the financial position, ownership of the shares, and the absence of claims.
Indemnities For known risks The seller assumes specific, known risks (for example, an ongoing dispute).
Non-compete and non-solicitation clause Often Prohibits the seller from competing immediately after the sale or taking staff or customers with them.
Transfer by notarial deed Always (BV) Refers to the mandatory notarial deed of transfer (Article 2:196 of the Dutch Civil Code) by which the shares are actually transferred.
Disputes and applicable law Always recommended Indicates which law applies and which court or form of dispute resolution has jurisdiction.
Use in practice

How do you use this document correctly?

A share purchase agreement follows fixed steps, from negotiation to notarial transfer. Follow the sequence below.

Situation What should you do? Point of attention
For signature Have due diligence performed and align the guarantees accordingly This way, you prevent hidden debts or claims from ending up with you after the purchase.
Upon signing Sign the agreement and clearly set out the suspensive conditions The purchase is then finalized, but the transfer awaits until all conditions have been met.
For delivery Check whether all conditions and permissions have been met A notary only transfers the shares once the articles of association and any offer obligations have been complied with.
Upon delivery Have the notarial deed of transfer executed and update the shareholders' register The shares are legally transferred only with the notarial deed (Article 2:196 of the Dutch Civil Code).
Common mistakes

Common mistakes

In a share transaction, things often go wrong on points that only become apparent after the acquisition. The errors listed below are the most frequently seen in practice.

Wrong Consequence Better approach
Include no or insufficient warranties Hidden debts or claims are entirely at the buyer's expense Include concrete guarantees regarding finances, ownership, and ongoing disputes.
Skip due diligence You are buying risks you were unaware of and cannot rely on them afterwards Conduct due diligence and record the findings in warranties and indemnities.
want to deliver the shares privately The transfer is invalid; the shares do not legally transfer Always have the transfer take place by means of a notarial deed (Article 2:196 of the Dutch Civil Code).
Do not agree on a non-compete clause The seller starts a competing business and takes customers along Agree on a clearly defined non-compete and non-solicitation clause.
Ignoring articles of association and shareholder agreements An obligation to make an offer or missing approval blocks delivery Check the articles of association and shareholders' agreement before you sign.
Risk profile

What is your situation and what do you pay attention to?

The correct approach depends on your role and the nature of the transaction. If you recognize your situation, you know where the focus lies.

Risk profile Example Focus in the document
You are the buyer You are acquiring shares and do not want to be unexpectedly held responsible for the past Emphasize substantial warranties, indemnities, and thorough due diligence.
You are a seller You do not want to remain liable for years after the sale Limit the guarantees in time and amount and exclude known, reported risks.
Partial sale You sell a part and continue doing business together with the buyer Align the purchase with a shareholders' agreement regarding control and profits.
Sale with deferred payment Part of the price depends on future results Clearly define the earn-out, measurement method, and security for payment.
Additional documents

When is this document not enough?

A share purchase agreement governs the transaction itself, but not everything surrounding it. You will need an additional document in the following situations.

Situation Supplementary document Why
You remain joint shareholders Shareholders' Agreement Regulates control, profit distribution, and exit among shareholders after the transaction.
You share confidential information during the negotiation Confidentiality Agreement Protects business-sensitive data that you share during due diligence and interviews.
The seller remains involved as a director Management Agreement Establishes the role, remuneration, and duration of the seller's continued involvement.
Explanation of this document

Drafting a share purchase agreement, why?

Not every entrepreneur knows exactly what a share purchase agreement is, when you need one, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why legal customization is important.

What is a share purchase agreement?
A share purchase agreement is the agreement in which a buyer and a seller establish the terms under which shares in a company are transferred. The share purchase agreement—referred to in international M&A practice as a Share Purchase Agreement (SPA)—is the central contractual document in every share transaction: it governs the purchase price and the price mechanism, the seller's guarantees and indemnities, the suspensive conditions, the period between signing and closing, and the post-closing obligations. The share purchase agreement is the contractual basis for the share transfer that subsequently takes place before a notary. Without a sound share purchase agreement, the buyer has no contractual protection for the risks he assumes when purchasing the company with all its historical liabilities. Our lawyers draft a share purchase agreement for buyers and sellers that correctly establishes the price mechanism, tailors the guarantees and indemnities, clearly defines the suspensive conditions, and comprehensively regulates the post-closing obligations—for transactions of any size, from a simple management buyout to a complex strategic acquisition.
When do you use a share purchase agreement and when an asset purchase agreement?
The choice between a share purchase agreement and an asset purchase agreement is the most decisive structural decision of the acquisition. In a share purchase agreement, the buyer purchases the shares in the company and thereby acquires the entire entity — including all historical liabilities, known and unknown debts, ongoing proceedings, and tax obligations. The buyer pays for protection through the seller's warranties and indemnities. The seller benefits from the participation exemption if he sells his shares through a holding company. In an asset purchase agreement, the buyer selects which business assets to acquire and leaves the historical risks with the selling entity. The asset transaction is generally more tax-intensive for the seller because hidden reserves and goodwill are released as taxable profit, but it gives the buyer more certainty about exactly what he is buying. In Dutch SME practice, the share transaction is the most commonly used form of acquisition when the company is incorporated as a BV (private limited company) and the seller holds his shares through a holding company. Our lawyers advise you on the structure that best aligns with your tax position and risk appetite.
How do you regulate the purchase price and the price mechanism in the share purchase agreement?
The pricing mechanism determines how the final purchase price is established and is one of the most negotiated elements of the share purchase agreement. The two dominant methods are the locked box mechanism and the completion accounts mechanism. With locked box, the price is based on a historical balance sheet at a fixed reference date and remains fixed after signing—subject to adjustment for unauthorized withdrawals (leakage) by the seller after the reference date. With completion accounts, the initial purchase price is adjusted after closing based on the actual net cash position and working capital at the closing date. The share purchase agreement must exhaustively elaborate on the chosen method: for locked box, an exhaustive definition of permitted leakage and an anti-leakage mechanism; for completion accounts, an exact definition of net cash position and working capital, the procedure for preparing and contesting the closing accounts, and dispute resolution by an independent auditor in the event of a valuation dispute. An unclear or incompletely defined pricing mechanism is the most common source of post-closing disputes in share transactions. Our lawyers formulate a pricing mechanism that is transparent and enforceable for both parties.
How do you formulate guarantees for an SME share transaction?
The set of guarantees in an SME share transaction is typically less extensive than in a large institutional transaction, but the quality of the guarantees is at least as critical. The seller guarantees the buyer a series of facts regarding the company at closing: the accuracy and completeness of the financial statements, the absence of unrecorded liabilities, the validity of material contracts, compliance with tax obligations, the correctness of the employment situation—employment relationships, salary scales, compliance with collective labour agreements—the absence of pending proceedings and claims, and the validity of the permits required for business operations. In an SME transaction where the seller continues to work in the business and the buyer continues to work in the enterprise after closing, the personal guarantees of the seller as an individual—not merely as a shareholder of the selling holding company—are a standard negotiating point for the buyer. The seller's liability for guarantee claims is limited by a threshold, basket, cap, and claim period. The disclosure letter—the list of disclosures attached to the agreement—excludes liability for the specific facts disclosed. Our lawyers tailor the set of guarantees to the due diligence findings and the specific risks of the company.
How do you arrange the management guarantee and the earn-out in an MBO or management participation?
In a management buyout (MBO) —where the incumbent management team acquires the company—or in a management participation transaction—where key personnel join as shareholders alongside an external buyer or investor—the share purchase agreement takes on a unique dimension. The management members are simultaneously buyer, employee, and new shareholder. In such cases, the share purchase agreement must regulate the management guarantees: the key personnel guarantee their availability to the company after closing for a minimum period and commit to a non-compete clause that may be longer and more binding than in a pure seller's transaction. If the purchase price is partly dependent on future performance via an earn-out, the share purchase agreement must precisely define the earn-out basis, the method of calculation, the non-frustration clause, and the dispute resolution procedure. Our lawyers structure MBO and management participation transactions in which the interests of all parties involved are properly safeguarded in the share purchase agreement.
How does it work at MKBjuristen?
Following an intake regarding the share structure, due diligence findings, purchase price, and the positions of buyer and seller, our lawyers draft a share purchase agreement that watertight establishes the price mechanism, tailors warranties and indemnities, correctly describes the suspensive conditions, and comprehensively regulates post-closing obligations. We act for both buyers and sellers, guide the entire acquisition process from letter of intent to notarial closing, and coordinate the share transfer at the notary.
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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