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Stock Issuance Agreement

Stock Issuance Agreement Template for Belgium

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Key Requirements PROMPT example:

Stock Issuance Agreement

"I need a Stock Issuance Agreement for my Belgian technology startup to issue 10,000 Series A preferred shares to a venture capital investor, with standard anti-dilution provisions and a 24-month lock-up period starting March 2025."

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Document background
The Stock Issuance Agreement is a fundamental document used when a Belgian company wishes to issue new shares to investors, existing shareholders, or employees. It serves as the primary legal instrument documenting the terms and conditions under which new shares are created and issued, ensuring compliance with the Belgian Code of Companies and Associations. This agreement is typically used during capital raises, employee stock programs, or strategic investments, and must adhere to specific Belgian corporate law requirements regarding share issuance, including notarization requirements for certain types of companies. The document contains essential information about the share class, voting rights, dividend rights, and any transfer restrictions, while also addressing regulatory compliance, tax implications, and shareholder rights under Belgian law.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s), including registration details and authorized representatives

2. Background: Context of the issuance, including corporate approvals and capital structure

3. Definitions: Key terms used throughout the agreement

4. Share Issuance Details: Specific details of shares being issued, including class, number, and nominal value

5. Subscription Price and Payment: Terms of payment, including amount, method, and timing

6. Representations and Warranties: Statements by both parties regarding their capacity, authority, and compliance

7. Closing Conditions: Prerequisites that must be met before share issuance

8. Closing Mechanics: Procedure for completing the share issuance

9. Registration and Share Certificate: Process for registering new shares and issuing certificates

10. Notices: Communication procedures between parties

11. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction

12. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Pre-emptive Rights: Required when existing shareholders have pre-emptive rights that need to be addressed

2. Lock-up Period: Include when transfer restrictions apply to newly issued shares

3. Anti-dilution Provisions: Include for protection against future dilutive issuances

4. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales

5. Employee-Specific Provisions: Required when shares are issued as part of employee compensation

6. Shareholder Agreement Adherence: Include when subscribers must adhere to an existing shareholder agreement

7. Tax Provisions: Specific tax treatment and obligations when relevant

8. Regulatory Compliance: Include for listed companies or when specific regulatory requirements apply

Suggested Schedules

1. Corporate Authorizations: Copies of board and shareholder resolutions approving the issuance

2. Share Certificate Template: Form of share certificate to be issued

3. Subscription Form: Official form for share subscription

4. Payment Details: Bank account and payment instruction details

5. Shareholders' Register Extract: Current state of shareholding pre-issuance

6. Closing Checklist: List of documents and actions required for closing

7. Articles of Association: Current articles of association of the issuing company

8. KYC Requirements: List of required know-your-customer documentation

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

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Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Human Resources

Board of Directors

Corporate Governance

Tax

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Investment Manager

Corporate Lawyer

Financial Controller

Compliance Officer

Board Member

Corporate Governance Officer

Treasury Manager

HR Director

Company Director

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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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