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Company Equity Share Agreement Template for Belgium

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Key Requirements PROMPT example:

Company Equity Share Agreement

"I need a Company Equity Share Agreement under Belgian law for issuing 10% of company shares to our new CTO, with a 4-year vesting schedule starting March 2025 and including standard good/bad leaver provisions."

Document background
The Company Equity Share Agreement is a crucial document used in Belgian corporate transactions when implementing changes in company ownership or investment structures. This agreement is essential when executing share transfers, admitting new shareholders, or restructuring existing shareholdings in Belgian companies. It must comply with the Belgian Company Code and Associations Code (BCAC) and other relevant corporate regulations. The document typically includes detailed provisions on share valuation, transfer mechanics, shareholder rights and obligations, governance arrangements, and various protective provisions for both majority and minority shareholders. It's particularly important in private companies where shares are not publicly traded and in situations involving strategic investors, employee participation schemes, or corporate restructuring. The agreement serves as a fundamental instrument in defining the relationship between shareholders and protecting their respective interests while ensuring compliance with Belgian corporate law requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new shareholders

2. Background: Context of the agreement, including current shareholding structure and purpose of the share transfer

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

4. Share Capital Structure: Description of the company's share capital, including different classes of shares if applicable

5. Share Transfer Terms: Details of the share transfer, including number of shares, price, and payment terms

6. Completion Mechanics: Process and requirements for completing the share transfer

7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority

8. Pre-emptive Rights: Rights of existing shareholders regarding future share transfers

9. Transfer Restrictions: Limitations on the transfer of shares to third parties

10. Shareholder Rights and Obligations: Key rights and obligations of shareholders post-transfer

11. Corporate Governance: Basic governance provisions including voting rights and board representation

12. Confidentiality: Provisions regarding confidential information and its protection

13. Dispute Resolution: Procedures for resolving disputes between parties

14. General Provisions: Standard clauses including notices, amendments, and governing law

15. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Include when minority shareholder protection is required, giving right to join in sale of shares

2. Drag-Along Rights: Include when majority shareholders need power to force minority shareholders to join in sale

3. Share Vesting Provisions: Include when shares are issued to employees or service providers with vesting conditions

4. Put and Call Options: Include when parties want rights to force purchase/sale of shares under specific conditions

5. Anti-dilution Protection: Include when investors need protection against future dilutive share issues

6. Dividend Policy: Include when specific dividend distribution rules need to be established

7. Information Rights: Include when certain shareholders need enhanced information access rights

8. Non-Competition and Non-Solicitation: Include when shareholders are also employees or have operational roles

Suggested Schedules

1. Schedule 1 - Share Capital Table: Detailed breakdown of shareholding before and after the transfer

2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion

3. Schedule 3 - Company Information: Key company details including registration numbers and registered office

4. Schedule 4 - Warranties: Detailed warranties given by the parties

5. Schedule 5 - Board Resolutions: Form of board resolutions approving the share transfer

6. Schedule 6 - Share Certificates: Form of share certificates to be issued

7. Appendix A - Shareholders' Register: Updated shareholders' register reflecting the new shareholding

8. Appendix B - Articles of Association: Current articles of association of the company

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

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Relevant Industries

Technology and Software

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Relevant Teams

Legal

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Board Secretariat

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

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Investment Manager

Corporate Development Manager

Mergers & Acquisitions Director

Compliance Officer

Board Member

Managing Director

HR Director

Tax Director

Business Development Director

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