Investment Agreement

Investment Agreement

Legal advice on Dutch investment agreements for investors, founders and growth companies

An investment agreement sets out the legal and commercial terms of an investment in a Dutch company. It is commonly used in venture capital rounds, growth financing, private equity minority investments, strategic investments and shareholder-led funding transactions.

For foreign investors investing in a Dutch BV, the investment agreement is a central transaction document. It usually works together with the shareholders’ agreement, the articles of association, shareholder resolutions and the notarial deed for the issue or transfer of shares.

Dutch investment agreement practice

A Dutch investment agreement typically regulates the investment amount, valuation, share issuance, completion mechanics, warranties, conditions precedent, investor rights and post-closing obligations.

In Dutch BV structures, the investment cannot be viewed only as a contractual arrangement. If new shares are issued, notarial execution is usually required. Existing shareholders may have pre-emption rights unless these are waived or excluded. Investor rights may also need to be reflected in the shareholders’ agreement or articles of association.

This is particularly important where foreign investors use US or UK-style documents. Commercial concepts such as liquidation preferences, anti-dilution protection, investor consent rights, founder vesting and information rights must be translated properly into Dutch corporate documentation.

Key issues in investment agreements

The investment agreement should clearly regulate what the investor receives, when the investment is completed and which conditions must be satisfied before completion. These may include corporate approvals, amended articles of association, due diligence findings, founder undertakings, IP assignments, employment documentation, KYC requirements and notarial implementation.

Warranties are also important. In VC and growth investments, warranties often focus on corporate status, cap table, ownership of shares, intellectual property, key contracts, employment, litigation, tax, compliance and data protection. The scope of the warranty package depends on the stage of the company and the bargaining position of the parties.

For professional investors, the investment agreement should also align with the wider governance package. The economic rights in the investment agreement should match the rights in the shareholders’ agreement and articles of association.

How Dirk de Waard assists

Dirk de Waard advises foreign investors, founders, startups, scaleups, private equity funds, strategic investors and management teams on Dutch investment agreements and related transaction documentation.

His work includes drafting and reviewing investment agreements, shareholders’ agreements, term sheets, convertible instruments, corporate approvals, completion deliverables and Dutch-law implementation steps.

Questions about an investment agreement for a Dutch company? Send an email to dirk.dewaard@viottalaw.com.