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Form Of Subscription Agreement Template for Belgium

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Key Requirements PROMPT example:

Form Of Subscription Agreement

"I need a Form of Subscription Agreement under Belgian law for our technology startup's Series A funding round, where we're issuing preferred shares to three venture capital firms, with a planned closing date of March 15, 2025."

Document background
The Form Of Subscription Agreement is a critical document used in Belgian corporate transactions when a company issues new shares to investors. It serves as the primary legal instrument for documenting share subscriptions under Belgian law, ensuring compliance with the Belgian Companies and Associations Code, securities regulations, and anti-money laundering requirements. This document is typically used during capital raises, private placements, employee stock offerings, or when admitting new shareholders to a company. The Form Of Subscription Agreement includes essential details such as share class, subscription price, payment mechanics, representations and warranties, and closing conditions. It may also address adherence to existing shareholder agreements and corporate governance requirements. The document is designed to protect both the issuing company's and the subscriber's interests while ensuring regulatory compliance in the Belgian jurisdiction.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber

2. Background: Context of the share issuance and subscription opportunity

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

4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms

5. Closing Conditions: Conditions that must be satisfied before the subscription can be completed

6. Closing Process: Steps to be taken to complete the subscription, including timing and deliverables

7. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and the shares being issued

8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, authority, and investment intentions

9. Anti-Money Laundering Provisions: Compliance requirements with Belgian AML regulations

10. Notices: Process for formal communications between parties

11. Confidentiality: Obligations regarding confidential information

12. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Include when existing shareholders have tag-along rights that need to be acknowledged

2. Drag-Along Rights: Include when majority shareholders have drag-along rights that need to be acknowledged

3. Pre-emptive Rights: Include when existing shareholders have pre-emptive rights on future share issuances

4. Lock-up Period: Include when there are restrictions on share transfers for a specific period

5. GDPR Compliance: Include when subscriber is a natural person or when personal data processing is involved

6. US Securities Law Compliance: Include when there's potential US nexus or US investors involved

7. Shareholder Agreement Adherence: Include when subscriber must adhere to existing shareholder agreement

8. Board Approval Rights: Include when subscription requires specific board approval processes

Suggested Schedules

1. Subscription Details: Detailed information about the shares, price, and payment instructions

2. Form of Share Certificate: Template for the share certificate to be issued

3. KYC Requirements: List of required know-your-customer documentation

4. Articles of Association: Current articles of association of the company

5. Shareholder Agreement: Existing shareholder agreement (if applicable)

6. Board Resolution: Copy of board resolution approving the share issuance

7. Wire Transfer Instructions: Detailed banking information for subscription payment

8. Subscriber Questionnaire: Form collecting subscriber information and investment qualification

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

Real Estate

Financial Services

Manufacturing

Healthcare

Biotechnology

Renewable Energy

E-commerce

Professional Services

Media and Entertainment

Telecommunications

Consumer Goods

Infrastructure

Agriculture

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Investment Relations

Corporate Development

Executive Leadership

Treasury

Corporate Governance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Manager

Legal Counsel

Compliance Officer

Corporate Development Manager

Finance Director

Investment Relations Manager

Board Member

Managing Director

Private Equity Manager

Venture Capital Manager

Company Secretary

Financial Controller

Industries








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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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