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Company Agreement Template for Belgium

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Key Requirements PROMPT example:

Company Agreement

"I need a Company Agreement for a Belgian technology startup with three founding shareholders and potential venture capital investment, including provisions for future funding rounds and employee stock options expected to commence in March 2025."

What is a Company Agreement?

The Company Agreement serves as the cornerstone document for businesses operating under Belgian law, providing a comprehensive framework for corporate governance and operations. This document is essential when establishing new companies, restructuring existing ones, or formalizing relationships between shareholders and stakeholders. The agreement incorporates requirements from the Belgian Companies and Associations Code, ensuring compliance with local corporate law while addressing practical business needs. It typically includes detailed provisions on share ownership, management structure, decision-making processes, and shareholder rights. The Company Agreement is particularly crucial in Belgium's international business environment, where it must often accommodate both local and cross-border considerations while maintaining alignment with EU regulations.

What sections should be included in a Company Agreement?

1. Parties: Identification of all contracting parties with full legal names, registration numbers, and registered addresses as per Belgian company registry requirements

2. Background: Context of the agreement, including company history, purpose, and objectives

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Company Structure: Legal form of the company, share capital, and shareholder structure

5. Corporate Governance: Management structure, board composition, and decision-making processes

6. Shareholder Rights and Obligations: Detailed rights and obligations of shareholders, including voting rights and capital contributions

7. Share Transfer Restrictions: Rules and procedures for transferring shares, including pre-emption rights

8. General Assembly: Procedures for conducting general meetings and shareholder voting

9. Financial Matters: Financial management, dividend policy, and accounting requirements

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Duration and Termination: Term of the agreement and circumstances for termination

12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes

13. General Provisions: Standard clauses including notices, amendments, and severability

What sections are optional to include in a Company Agreement?

1. Non-Competition: Restrictions on competitive activities, used when shareholders or key personnel need to be bound by non-compete obligations

2. Intellectual Property: IP ownership and licensing provisions, included when the company has significant IP assets

3. Employee Participation: Employee share ownership or profit-sharing schemes, used when implementing employee incentive programs

4. Exit Mechanisms: Detailed procedures for shareholder exits, including tag-along and drag-along rights, used for companies with multiple shareholders

5. Deadlock Resolution: Procedures for resolving management deadlocks, important for companies with equal shareholdings

6. Related Party Transactions: Rules for handling transactions with related parties, important for groups of companies

7. Corporate Social Responsibility: CSR commitments and policies, included when the company wants to formalize its social responsibilities

What schedules should be included in a Company Agreement?

1. Share Capital and Shareholdings: Detailed breakdown of share capital, share classes, and current shareholdings

2. Board Members and Officers: List of current board members, officers, and their roles

3. Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Company Articles: Full text of the company's articles of association

5. Business Plan: Initial business plan and strategic objectives

6. Share Valuation Methods: Agreed methods for share valuation in transfer scenarios

7. Key Contracts: List of material contracts and agreements

8. Group Structure: Organization chart showing corporate structure and relationships

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses




































Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Energy

Transportation

Construction

Agriculture

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Board Secretariat

Risk Management

Corporate Governance

Investor Relations

Strategic Planning

Executive Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Company Secretary

Chief Financial Officer

Managing Director

Board Member

Corporate Governance Officer

Compliance Officer

Legal Counsel

Investment Director

Shareholder Relations Manager

Corporate Affairs Director

Business Development Director

Risk Management Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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