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Joinder Agreement
I need a joinder agreement for a new subsidiary joining an existing consortium, outlining the subsidiary's rights and obligations under the consortium agreement, including confidentiality clauses and a provision for dispute resolution. The agreement should also specify the effective date of joining and any required contributions or commitments from the subsidiary.
What is a Joinder Agreement?
A Joinder Agreement lets new parties formally join an existing contract or legal arrangement under Belgian law. Think of it as a legal "add-on" that extends the original agreement's rights and obligations to additional participants, without having to draft an entirely new contract.
In Belgian business practice, these agreements commonly appear in merger deals, investment rounds, and shareholder arrangements. They're especially useful when companies add new investors or when multiple parties need to join complex commercial agreements over time. The agreement must comply with Belgium's Civil Code requirements for contract formation and follow specific formalities when used in regulated sectors like banking or insurance.
When should you use a Joinder Agreement?
Use a Joinder Agreement when bringing new parties into an existing Belgian contract without redrafting the entire document. This commonly happens during company expansions, when adding shareholders to a shareholders' agreement, or when new investors join a funding round. It's particularly valuable for large-scale commercial projects where additional partners need to join over time.
Belgian companies often need these agreements during mergers and acquisitions, joint ventures, or when expanding syndicated loan arrangements. The agreement saves significant time and legal costs compared to creating new contracts. It's essential when speed matters - like closing time-sensitive investment deals or meeting regulatory deadlines for financial transactions under Belgian banking regulations.
What are the different types of Joinder Agreement?
- Simple Joinder: Used for straightforward additions to Belgian contracts, typically when adding a single new party with identical rights and obligations
- Investment Joinder: Common in Belgian venture capital deals, specifically designed for new investors joining financing rounds
- Shareholders' Joinder: Tailored for adding new shareholders to existing agreements, including specific voting rights and share transfer provisions
- Omnibus Joinder: Comprehensive version that binds new parties to multiple related agreements simultaneously, popular in complex corporate transactions
- Limited Joinder: Restricts new parties to specific sections of the main agreement, often used in Belgian commercial partnerships
Who should typically use a Joinder Agreement?
- Corporate Legal Teams: Draft and review Joinder Agreements to ensure compliance with Belgian law and protect company interests
- New Investors: Sign these agreements when joining existing investment rounds or shareholder arrangements
- Business Partners: Join ongoing commercial contracts through these agreements, particularly in joint ventures or consortiums
- External Law Firms: Prepare and validate agreements for complex transactions, especially in regulated sectors
- Company Directors: Review and authorize Joinder Agreements when bringing new parties into existing corporate arrangements
- Notaries: Authenticate and formalize agreements when required under Belgian corporate law
How do you write a Joinder Agreement?
- Original Agreement Review: Obtain and analyze the complete main agreement to understand existing terms and joinder provisions
- Party Details: Gather full legal names, registration numbers, and addresses of all new joining parties
- Scope Definition: Clearly outline which parts of the original agreement the new party will join
- Signing Authority: Confirm proper authorization levels for all signatories under Belgian corporate law
- Effective Date: Determine when the joinder takes effect and any conditions precedent
- Document Generation: Use our platform to create a legally compliant Joinder Agreement that includes all required Belgian law elements
- Internal Review: Verify all details match the original agreement and business terms before finalizing
What should be included in a Joinder Agreement?
- Identification Section: Full legal names and details of all parties, including registration numbers under Belgian law
- Reference Clause: Clear citation of the original agreement being joined, including date and parties
- Accession Statement: Express commitment to be bound by original agreement terms
- Rights and Obligations: Specific outline of which provisions apply to the joining party
- Effective Date: Clear statement of when the joinder takes effect
- Governing Law: Express reference to Belgian law and jurisdiction
- Signature Blocks: Properly formatted spaces for all required signatures, including witnesses if needed
- Data Protection: GDPR compliance statements for handling personal information
What's the difference between a Joinder Agreement and an Assignment Agreement?
While both serve to modify existing arrangements, a Joinder Agreement differs significantly from an Assignment Agreement in several key aspects under Belgian law. The main distinction lies in their fundamental purpose: a Joinder Agreement adds new parties to an existing contract, while an Assignment Agreement transfers rights and obligations from one party to another.
- Party Structure: Joinder Agreements add new participants while keeping original parties involved; Assignment Agreements replace one party with another
- Original Agreement: Joinder keeps the original contract intact and extends it; Assignment typically involves a partial or complete transfer of rights
- Legal Effect: Joinder creates new direct relationships with all existing parties; Assignment creates a relationship only between the assignor and assignee
- Common Usage: Joinder is typical in investment rounds and shareholder agreements; Assignment is more common in debt transfers and contract novations
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