Document background
The Sale And Purchase Agreement Of Shares is a fundamental document in corporate acquisitions under Belgian law, used when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This agreement is essential for both private and public company transactions, though specific requirements may vary. It typically follows extensive negotiations and due diligence, incorporating findings and risk allocations into the warranty and indemnity provisions. The document must comply with Belgian corporate law requirements, including specific formalities for share transfers, and often requires notarial involvement for certain types of companies. It serves as the primary transaction document, detailing not only the basic sale terms but also complex mechanisms for price adjustments, conditions precedent, and post-completion obligations. The agreement is particularly important in the Belgian context due to specific local law requirements regarding corporate governance, financial assistance, and tax implications of share transfers.
