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Startup Shareholder Agreement Template for Belgium

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for my Belgian fintech startup launching in March 2025, with provisions for three co-founders and two angel investors, including specific vesting schedules and technology IP protection clauses."

Document background
The Startup Shareholder Agreement is a crucial document for Belgian startups seeking to establish clear rules and structures for shareholder relationships. It becomes necessary when a startup moves beyond initial formation to include multiple shareholders, particularly when seeking investment or implementing employee share schemes. The agreement must comply with the Belgian Code of Companies and Associations while addressing startup-specific concerns such as future funding rounds, exit strategies, and founder vesting schedules. This document typically follows the incorporation of the company and precedes or coincides with investment rounds, serving as a fundamental governance tool that balances the interests of founders, investors, and other shareholders while providing mechanisms for growth and eventual exit.
Suggested Sections

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

2. Background: Context of the agreement, including company formation details and purpose of the shareholder agreement

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

4. Share Capital Structure: Details of the company's share capital, different share classes, and rights attached to shares

5. Transfer Restrictions: Restrictions on the transfer of shares, including right of first refusal and tag-along rights

6. Corporate Governance: Rules regarding board composition, appointment rights, and decision-making processes

7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights and majorities

8. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval

9. Anti-dilution Protection: Provisions protecting shareholders from dilution in future funding rounds

10. Exit Provisions: Terms governing company sale, IPO, or other exit events

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

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

14. Dispute Resolution: Procedures for resolving disputes between shareholders

15. Governing Law: Specification of Belgian law as governing law and jurisdiction

Optional Sections

1. Founder Commitments: Specific obligations and commitments of founders, used when founders retain operational roles

2. Investor Rights: Special rights for investors, including information rights and board representation, used when there are institutional investors

3. Employee Share Scheme: Framework for employee share ownership, used when the startup plans to implement ESOP

4. Intellectual Property Rights: Detailed IP ownership and transfer provisions, particularly important for technology startups

5. Dividend Policy: Specific rules for dividend distributions, used when shareholders want to establish clear dividend parameters

6. Drag-Along Rights: Forcing minority shareholders to join in sale of company, used in agreements with venture capital involvement

7. Dead-Lock Resolution: Specific procedures for resolving management dead-locks, important for 50/50 ownership structures

8. Good Leaver/Bad Leaver: Provisions dealing with departing shareholders, particularly relevant for founder-heavy startups

Suggested Schedules

1. Schedule 1: Cap Table: Current shareholding structure showing all shareholders and their respective shareholdings

2. Schedule 2: Company Information: Detailed company information including registration details, registered office, and directors

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Share Transfer Procedures: Detailed procedures and forms for implementing share transfers

5. Schedule 5: Valuation Methodology: Agreed methods for valuing shares in various transfer scenarios

6. Schedule 6: Board Regulations: Detailed rules governing board operations and decision-making

7. Schedule 7: Share Rights: Detailed rights attached to different share classes

8. Appendix A: Deed of Adherence: Template document for new shareholders joining the agreement

9. Appendix B: Power of Attorney: Standard form of power of attorney for share transfers

10. Appendix C: Tag Along Notice: Template for exercising tag-along rights

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 Teams

Legal

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Board of Directors

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Relevant Roles

CEO

Founder

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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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