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Shareholders Agreement Contract Template for Belgium

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Key Requirements PROMPT example:

Shareholders Agreement Contract

"I need a Shareholders Agreement Contract for a Belgian technology startup with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and an employee stock option plan to be implemented in March 2025."

Document background
The Shareholders Agreement Contract is a fundamental document in Belgian corporate law that establishes the framework for shareholder relationships and corporate governance. It is typically used when establishing a new company, during investment rounds, or when restructuring existing shareholder arrangements. The agreement must comply with the Belgian Code of Companies and Associations while addressing practical aspects of shareholder relationships, including share transfers, voting rights, board composition, and profit distribution. This document is particularly crucial in private companies, joint ventures, and startups where clear governance structures and shareholder rights need to be established. It serves as a vital tool for preventing and resolving potential conflicts between shareholders while ensuring the company's stable operation under Belgian jurisdiction.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including their full legal names, registration details, and addresses

2. Background: Context of the agreement, company information, and purpose of entering into the shareholders agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules for interpretation

4. Share Capital and Shareholders: Details of company's share capital, share classes, and current shareholding structure

5. Management and Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure

6. Shareholder Meetings: Procedures for general meetings, voting rights, and decision-making processes

7. Transfer Restrictions: Limitations on share transfers, including right of first refusal, tag-along and drag-along rights

8. Pre-emption Rights: Process and terms for existing shareholders to purchase new shares before they're offered to third parties

9. Dividend Policy: Agreement on distribution of profits and dividend payment principles

10. Information Rights: Shareholders' rights to company information and financial reports

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Term and Termination: Duration of the agreement and circumstances for termination

13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Anti-dilution Protection: Protection mechanisms for existing shareholders against dilution of their shareholding, relevant for companies planning future funding rounds

2. Intellectual Property Rights: Provisions regarding ownership and use of IP, particularly important for technology companies

3. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or poaching employees/customers, important for protecting company interests

4. Dead-lock Resolution: Mechanisms for resolving shareholder disputes and deadlocks, particularly important for 50/50 joint ventures

5. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances, useful for exit planning

6. Strategic Decisions: List of matters requiring special majority or unanimous shareholder approval, important for companies with complex decision-making requirements

7. Employee Share Schemes: Provisions regarding employee share ownership plans, relevant if company has or plans to implement such schemes

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital, share classes, and current shareholding

2. Schedule 2 - Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval

3. Schedule 3 - Share Transfer Procedures: Detailed procedures and forms for implementing share transfers

4. Schedule 4 - Deed of Adherence: Template for new shareholders to agree to be bound by the shareholders agreement

5. Schedule 5 - Fair Value Calculation: Methodology for calculating share value for transfers or exits

6. Schedule 6 - Company's Articles of Association: Current articles of association referenced in the agreement

7. Schedule 7 - Board Regulations: Detailed procedures for board operations and decision-making

8. Schedule 8 - Business Plan: Initial business plan and strategy of the company

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

Relevant legal definitions


















































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Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Financial Services

Healthcare

Retail

Energy

Telecommunications

Media and Entertainment

Construction

Biotechnology

Agriculture

Transportation and Logistics

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Investment

Shareholder Relations

Board of Directors

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Legal Director

Investment Manager

Corporate Lawyer

Managing Director

Board Member

Compliance Officer

Company Director

Business Development Director

Shareholder Relations Manager

Corporate Governance Officer

Investment Director

Private Equity Manager

Venture Capital Manager

Industries








Teams

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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