The Shareholder Transfer Agreement is a crucial document used when transferring ownership of shares in a Belgian company from one party to another. It is particularly important in private companies where shares are not freely transferable on public markets. The document needs to comply with Belgian corporate law, particularly the Belgian Companies and Associations Code, and must address specific local requirements such as notarial involvement for certain types of transfers. The agreement typically includes detailed provisions about the shares being transferred, purchase price, payment mechanics, warranties, and various closing conditions. It may also need to account for pre-emption rights of existing shareholders, board approval requirements, and specific Belgian tax implications. This document is essential for maintaining clear records of ownership changes and ensuring compliance with all relevant Belgian corporate and tax regulations.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, current shareholding structure, and purpose of the transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, share class, and percentage of ownership being transferred
5. Purchase Price: Consideration amount, payment terms, and payment mechanics
6. Completion: Timing, location, and mechanics of the transfer completion
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Tax Matters: Tax obligations, indemnities, and compliance requirements
11. Confidentiality: Confidentiality obligations regarding the transaction and company information
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Regulatory Approvals: Required when the transfer needs regulatory clearance or notifications
2. Tag-Along Rights: When existing shareholders have rights to join the sale
3. Drag-Along Rights: When majority shareholders can force minorities to join the sale
4. Non-Competition: When seller restrictions on future competition are required
5. Transitional Services: When the seller needs to provide ongoing support post-completion
6. Employee Matters: When the transfer impacts key employees or management
7. Earn-out Provisions: When part of the purchase price is contingent on future performance
8. Bank Consent: When company has existing financing requiring bank approval for transfer
1. Schedule 1 - Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Schedule 2 - Shares Being Transferred: Detailed description of shares including class, numbers, and certificates
3. Schedule 3 - Warranties: Comprehensive list of seller's warranties
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Company Accounts: Recent financial statements and management accounts
6. Schedule 6 - Company Assets: List of material assets owned by the company
7. Schedule 7 - Existing Encumbrances: Details of any existing charges or encumbrances on the shares
8. Appendix A - Share Transfer Forms: Required transfer documentation under Belgian law
9. Appendix B - Board Resolutions: Corporate approvals required for the transfer
10. Appendix C - Regulatory Filings: Templates or copies of required regulatory notifications
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