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Equity Transfer Agreement Template for Belgium

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Key Requirements PROMPT example:

Equity Transfer Agreement

"I need an Equity Transfer Agreement under Belgian law for the sale of 100% shares in my tech startup to a French corporation, with completion planned for March 2025 and payment in installments."

Document background
The Equity Transfer Agreement is a crucial document used in Belgian corporate transactions to facilitate the legal transfer of company ownership through share sales. This document is essential when transferring shares in Belgian companies, whether they are private limited companies (SRL/BV) or public limited companies (SA/NV). It must comply with the Belgian Code of Companies and Associations and often requires notarization for certain company types. The agreement covers essential elements including detailed description of the shares being transferred, purchase price, payment mechanisms, warranties, and various conditions precedent specific to Belgian corporate law. It's particularly important for ensuring compliance with Belgian financial services regulations, tax implications, and corporate governance requirements. The document should be drafted with consideration of both Belgian domestic law and, where applicable, EU regulations that affect corporate transactions.
Suggested Sections

1. Parties: Identification of the transferor(s) and transferee(s), including full legal names, registration details, and addresses

2. Background: Context of the transaction, description of the company whose shares are being transferred, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and percentage of total share capital being transferred

5. Purchase Price: Specification of the purchase price, payment terms, and payment method

6. Completion: Details of when and where completion will take place and what actions must occur at completion

7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Warranties from the buyer regarding authority and capacity to purchase

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Tax Matters: Tax-related provisions, including responsibility for transfer taxes and stamp duties

11. Confidentiality: Provisions regarding confidentiality of the transaction and company information

12. Notices: Process and addresses for serving formal notices under the agreement

13. Governing Law and Jurisdiction: Confirmation of Belgian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Price Adjustment: Mechanisms for post-completion price adjustments based on accounts or performance metrics - used when the final price depends on company performance or accounts

2. Non-Competition: Restrictions on seller's future competing activities - relevant when seller has significant know-how or customer relationships

3. Employee Matters: Specific provisions regarding key employees or management - important when retention of key staff is crucial

4. Intellectual Property: Special provisions regarding IP rights - necessary when the company's value is significantly tied to IP

5. Bank Financing: Provisions relating to external financing - required when purchase is partially bank-financed

6. Management Transition: Terms for handover of management - relevant when seller has been actively managing the business

7. Shareholder Approval: Provisions regarding obtaining necessary shareholder approvals - required for certain types of Belgian companies

8. Competition Clearance: Provisions regarding obtaining competition authority approval - necessary for larger transactions

Suggested Schedules

1. Details of the Shares: Detailed description of the shares being transferred, including share certificate numbers and share class rights

2. Company Information: Key details about the company including corporate structure, subsidiaries, and material contracts

3. Warranties: Detailed warranties about the company, its business and assets

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Company Accounts: Latest financial statements and management accounts

6. Properties: Details of any real estate owned or leased by the company

7. Intellectual Property Rights: List of all IP owned or licensed by the company

8. Key Contracts: Summary of material contracts and commitments

9. Employee Information: Details of employees, including key terms of employment

10. Transfer Forms: Share transfer forms and other required Belgian corporate documents

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

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Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

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Executive Leadership

Treasury

Corporate Secretariat

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

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Corporate Development Director

Financial Controller

Tax Director

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Board Member

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