The Share Sale Agreement is a fundamental transaction document used when one party wishes to sell and another party wishes to acquire shares in a company under Belgian law. It serves as the primary contract governing the terms and conditions of the share transfer, incorporating all necessary elements required by Belgian corporate and civil law. This document is essential for both private and public company transactions, though its contents may vary depending on the size and complexity of the deal. The agreement typically includes comprehensive warranties about the target company's business, detailed price adjustment mechanisms, and specific provisions addressing Belgian tax and regulatory requirements. It's particularly important that the document complies with the Belgian Companies and Associations Code and considers local market practice in areas such as liability caps and warranty periods.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanisms, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics of closing, including actions and deliverables
9. Warranties: Seller's representations and warranties about the company and shares
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Specific provisions relating to tax matters and indemnities
12. Confidentiality: Obligations regarding transaction and company information
13. Announcements: Rules for public statements about the transaction
14. Further Assurance: Obligations to take additional actions if needed
15. Assignment: Restrictions on transfer of rights under the agreement
16. Notices: Communication procedures between parties
17. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction provisions
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller is active in the industry
2. Employee Matters: Specific provisions regarding employees - include when significant workforce is involved
3. Real Estate: Specific provisions for company real estate - include when company owns significant property
4. Intellectual Property: Special IP provisions - include when IP is a key company asset
5. Environmental Matters: Environmental warranties and indemnities - include for industrial companies
6. Data Protection: GDPR and data protection provisions - include when company processes significant personal data
7. Earn-out Provisions: Structure for additional payments based on performance - include when price includes contingent payments
8. Bank Financing: Provisions relating to external financing - include when purchase is bank financed
1. Details of the Company: Corporate information including shareholding structure
2. Warranties: Detailed warranties about the company and business
3. Properties: List and details of real estate owned/leased
4. Intellectual Property Rights: List of IP rights owned/licensed
5. Material Contracts: Summary of key commercial contracts
6. Employees: List of employees and key terms
7. Completion Deliverables: Documents required at completion
8. Form of Resignation Letters: Template resignation letters for departing directors
9. Disclosed Documents: List of documents disclosed against warranties
10. Tax Deed: Detailed tax covenant and indemnity provisions
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