Drafting an Option Contract to Buy Shares of a Dutch BV Company

Updated on 8 September 2025

Intercompany Solutions has many years of experience in the establishment of Dutch companies for foreign entrepreneurs and investors. Our aim is to assist you in building a Dutch business presence in the best way possible, helping you pave the way to international success. The Netherlands is considered to be one of the most business-friendly countries in the world, whilst it’s also very welcoming to foreigners and holds things like innovation and great ideas in high esteem. Therefore, it’s a perfect option if you want to start a business overseas, or expand your already existing business internationally.

We can incorporate your Dutch company in just a few business days, but that’s definitely not all we do. We can also take care of many other matters, such as administrative tasks, assistance with tax returns, legal advice, and small but necessary tasks such as requesting a VAT number. If you want to start a Dutch business in the most professional and fast way possible, we are always here to help you. Please feel free to contact us directly to ask for personal advice, or to know more about all the different services we can offer you. 

What is an option contract?

An option contract to buy shares in a Dutch BV (which stands for Besloten Vennootschap, also known as a private limited liability company) is a written agreement between two people or companies. One side (the seller) gives the other side (the buyer) the right, but not the obligation, to buy shares in the company. This right is generally only valid for a certain period of time, and the price is also always agreed in advance. In plain terms, the buyer is saying: “I might want to buy shares in your company later, but I’m not fully sure yet.” And this is what an option contract is for.

The seller then agrees to keep that door open, under the agreed conditions. If the buyer decides to go ahead, they can buy the shares at the price mentioned in the contract, even if the market price goes up later on. If the buyer changes their mind or nothing happens before the deadline, the option simply ends, and no shares are bought at all. These kinds of contracts are useful when people want to work together, but aren’t ready for a full commitment yet. It gives the buyer time to think, raise money, or check how the company develops, whilst still having a clear agreement in place.

Why buy shares in a Dutch BV through an option contract?

There are several good reasons why someone might want to buy shares in a Dutch BV using an option contract instead of buying them right away. The main reason is actually the flexibility this option offers. When using an option contract, the buyer doesn’t have to commit immediately. They get time to think, do research, or arrange funding, while still having the right to buy the shares later at a previously determined fixed price. This can be very helpful in situations where the buyer is interested in a company, but wants to see how things develop first. For example, maybe the company is growing, but it’s still unclear if that growth will continue. Or maybe the buyer wants to become a co-owner, but only if certain goals are met or if they get investor support.

Another reason to buy shares this way is to lock in a price. If the company becomes more valuable over time, the buyer can still buy the shares at the original price in the contract, even if the market value has gone up. This offers interesting opportunities to make money without great risks. Option contracts are also useful in deals between business partners, startups, or when employees are offered a chance to become part-owners later on. In short, it’s a smart way to keep doors open without taking all the risk right away.

A list of important aspects related to drafting an option contract

There are some key components that always need to be included in an option contract. This is legally mandatory under Dutch law. We will list and outline these shortly below, so you know what you have to include in order to create a valid option contract. Without these elements, an option contract is basically not valid.

The option holder

The option holder is the person (or company) who receives the right to buy shares. They don’t have to buy them, as we already mentioned before, but they can if they choose to within the agreed time. In many cases, the option holder is an investor, business partner, or employee who might want to become a co-owner in the future. Being the option holder gives them a kind of reservation on the shares, without needing to pay for them right away. This allows them to think things through, wait for a better timing, or check how the company generally performs before making an actual move. The option holder benefits most if the value of the company increases after the contract is signed, because they can still buy at the earlier, agreed price.

The option writer

The option writer is the company who grants the option. In other words, they are the current shareholder or owner who agrees to possibly sell their shares in the future under the terms of the contract. The writer is then promising not to sell those shares to anyone else during the option period. In return, they might receive a small payment or other benefits for keeping that option open. It’s important for the option writer to clearly define the rules and limits of the agreement, such as how long it lasts, and under what conditions the option holder can exercise the agreement. This way, both sides understand what to expect, and the writer still has control over the situation until the option is used.

Option price

The option price is particularly important. It is the agreed amount the option holder will pay if they decide to buy the shares. This price is usually fixed in the contract when it’s signed, even if the actual value of the company changes later. This can work in the buyer’s favor, because if the company grows and becomes more valuable, they still get to buy at the lower, original price (as we already mentioned before). The option price should always reflect a fair estimate of the company’s value at the time the deal is made. It can be a flat price per share, or based on a certain formula. Getting the price right is very important, because it protects both parties: the buyer won’t overpay, and the seller won’t be underpaid if the option is used.

The exercise period

The exercise period is the time frame in which the option holder can actually choose to buy the shares. After this period ends, the option expires, and the buyer loses the right to purchase. The exercise period could be a few months or several years, it all depends on what both sides agree on. For example, a startup might give an investor one year to decide, while an employee might have four years to use their option. This is all optional. The time frame should give the option holder enough room to make a decision, but also give the seller a clear end point. It’s a good idea to write exact dates in the contract to avoid confusion later on.

Exercise conditions

Exercise conditions are the specific things that must happen before the option can be used. These conditions protect both parties, and ensure that the option is only activated when it makes sense. For example, the option holder might only be allowed to buy the shares if the company reaches a certain revenue. Or in the case that an employee wants to buy the shares, this will only be possible if they’re still employed. Another condition might be if a certain date has passed. These conditions can be very flexible and are often based on what’s happening in the business. The clearer they are in the contract, the fewer surprises there will be later. If no conditions are added, the buyer can usually exercise the option at any time during the agreed period.

The shares subject to the option

This part of the contract explains exactly which shares are covered by the option. It includes how many shares the buyer can buy and what type they are. For example, these can either be ordinary shares or preferred shares. This section makes it clear what percentage of the company the buyer could eventually own if they decide to go through with the purchase. It’s important to include details like voting rights or dividend rights, so everyone knows what they’re dealing with. That way, there are no misunderstandings later about ownership or influence in the company.

Payment terms

The payment terms explain how and when the buyer will pay for the shares if they decide to exercise the option. This could be a lump sum paid on the spot, or it could be done in installments. The contract might also say whether the payment will be made by bank transfer, in cash, or using other methods. Sometimes, the agreement includes a small upfront fee to reserve the option, which is always separate from the full share price. The payment terms need to be clear and practical for both sides. If the buyer can’t pay in time or in full, the seller may have the right to cancel the deal.

Conditions for termination or lapse

This section explains when the option contract ends or becomes invalid. It could expire naturally at the end of the exercise period, or it could end early if something specific happens, like the company being sold, the option holder quitting their job, or one party breaking the agreement. These conditions are important to avoid confusion or legal trouble later. Everyone should know what happens if things don’t go as planned. It’s also helpful to include what happens if the buyer wants to walk away early or if the seller changes their mind. Writing these things down helps protect both sides.

Exclusivity and non-compete clauses

These clauses are meant to protect the seller’s interests during the option period. An exclusivity clause means the seller agrees not to offer the same shares to anyone else while the option contract is still valid. That way, the buyer knows the deal is just between them. A non-compete clause may say that the buyer can’t work with a direct competitor or use inside information to build a rival company during the option period. These clauses help build trust and prevent conflict. They are especially useful if the buyer already works in the same industry or is involved in the company in some way.

The legal framework for a Dutch BV option contract

In the Netherlands, option contracts for buying shares in a Dutch BV must follow certain legal rules. These rules are written in the Dutch Civil Code, known in Dutch as the “Burgerlijk Wetboek”, or BW in short. When someone wants to buy or transfer shares in a BV, they usually need approval from the company’s board. Sometimes, other shareholders also need to give permission, especially if the BV’s articles of association say so. The articles of association are the official rules of the company and are always created when incorporating the company at the notary. They may include restrictions on who can buy or sell shares and under what conditions. For example, they might say that existing shareholders have the first right to buy the shares before they’re offered to someone new. This is called a right of first refusal.

Because of this, it’s important to carefully check and follow the company’s internal rules when drafting the option contract. The contract must also match any existing shareholder agreements, if there are any. These agreements often include extra rules about how and when shares can be sold. So, an option contract must not only follow Dutch law, but also fit with the specific rules of the Dutch BV itself. Taking the time to set it up properly helps avoid legal problems and makes sure everyone involved knows their rights and responsibilities.

Some practical considerations for drafting an option contract

Next to the mandatory list of components that need to be included in any options contract to buy shares of a Dutch BV, there are some extra things you need to take into consideration. We have listed these below for your convenience, such as the fact whether it’s even possible to buy shares this way, or if there are any tax implications. It’s necessary for you to look into these topics in order to make sure that what you are doing is legal and correct.

Shareholder approval

Before using an option contract to buy shares in a BV, it's important to check the company’s articles of association (its official rulebook). Many Dutch BVs include rules that limit who can buy or sell shares. These rules often give existing shareholders the right of first refusal, meaning they get the first chance to buy the shares before they go to someone else. In some cases, the board or other shareholders must give approval for any transfer. If you ignore these rules, the contract may not be valid. So, always read the articles of association carefully before signing anything. Following these rules helps avoid conflicts and makes sure the option contract can actually be used when the time comes.

Tax implications

Option contracts can come with tax consequences. For example, if someone buys shares at a much lower price than they’re worth, or if the timing of the deal creates a financial advantage, the Dutch tax authorities may treat that as a taxable benefit. This means the buyer, or even the seller, might have to pay tax on the difference. To avoid surprises, it’s a good idea to speak with a tax advisor before signing the contract. They can explain how the deal might be taxed and help structure it in a way that follows the rules while still being fair for both sides. Our specialized team is always ready not assist you in such ways. 

Valuation and price adjustment

If the option contract allows the shares to be bought at a later date, it’s smart to decide in advance how the share price will be set. This is called a valuation method. The value of a company can change over time, especially in fast-growing businesses, so having a clear method for pricing the shares can prevent arguments later. You might agree to use a set formula, an independent appraiser, or a fair market value at the time of exercise. Setting this up from the start ensures the final price reflects the company’s real worth when the buyer is ready to act on the option.

Exit strategy for the option holder

Before entering into an option contract, the option holder should think about their exit plan. Will they buy the shares and keep them long-term? Or do they plan to sell them soon after exercising the option? Knowing the answer can help shape the contract, especially things like the price, timing, and conditions. For example, if the goal is to resell the shares quickly, the option holder might want flexibility in how and when they can sell. Having a clear exit strategy also helps both sides understand what the option holder wants to achieve, and can make the entire process smoother and more focused.

All in all, an option contract to buy shares in a Dutch BV offers flexibility and security for both the option holder and the company’s shareholders. However, drafting such a contract requires careful consideration of the legal, financial, and operational details to ensure that the agreement complies with Dutch law, the Dutch BV's articles of association, and any existing shareholder agreements. Professional legal advice is often necessary to navigate the complexities of such contracts and to ensure that all parties are adequately protected. For further guidance, it's advised to consult with a legal expert in Dutch corporate law to ensure compliance and to avoid pitfalls during the drafting process. Intercompany Solutions can assist you with this. 

The many services we can offer you

Intercompany Solutions has assisted hundreds of foreign entrepreneurs from over 50 different nationalities. Our clients range from small one-person startups to multinational corporations, and everything in between. Our processes are aimed at foreign entrepreneurs and, as such, we know the most practical ways to assist with your company registration. We can assist with the full package of company registration in the Netherlands:

• Company establishment in the Netherlands
• Application for VAT or EORI number
• Application for a variety of permits
• Startup assistance
• Administrative services
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• Tax and accounting services
• General business advice

We are constantly improving our quality standards to continually deliver impeccable services. 

How can Intercompany Solutions assist you to buy shares of a Dutch company?

Even though our primary focus is on Dutch company establishment, we can also assist investors and entrepreneurs in various other ways. Maybe you already own a Dutch company and would like to invest some of your capital into another company? In such cases, an options contract can be a viable and pragmatic option for you. If you would like to know whether your possible future investment is sound and possibly successful, you can always contact us for professional personal advice about the situation. We can, for example, look into the company and see whether your investment makes sense.

Other than that, we are also always here for you if you have any other matters that need to be taken care of relating to your (future) Dutch business. We can establish a company for you in just a few days, make sure you comply to all Dutch tax laws, provide you with financial and legal advice, make sure your company runs smoothly and assist you in any other way we can. If you would like to know more, please feel free to contact us with any questions you might have. We are always happy to help in any way we can.