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Sale Of Shares Agreement for Belgium

Sale Of Shares Agreement Template for Belgium

A Belgian law-governed Share Purchase Agreement is a legally binding contract that documents the sale and purchase of shares in a company. This agreement is structured according to Belgian corporate law requirements, particularly the Belgian Companies and Associations Code, and includes detailed provisions covering the transaction terms, warranties, indemnities, and completion mechanics. The document encompasses comprehensive representations about the target company's status, financial condition, and operations, while incorporating specific Belgian legal requirements regarding share transfers, corporate governance, and regulatory compliance.

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What is a Sale Of Shares Agreement?

The Sale Of Shares Agreement is a crucial document used in corporate acquisitions and business sales in Belgium. It serves as the primary transaction document when transferring ownership of a company through the sale of its shares. This agreement must comply with Belgian corporate law, particularly the Belgian Companies and Associations Code and relevant financial regulations. The document typically includes detailed provisions about the transaction structure, purchase price and payment terms, conditions precedent, warranties about the company's status and operations, tax matters, and completion mechanics. It's essential for both private and public company transactions, though requirements may vary depending on the company type and transaction size. The agreement requires careful consideration of Belgian-specific legal requirements, including notarial requirements for certain types of companies, mandatory language requirements, and specific corporate governance rules.

What sections should be included in a Sale Of Shares Agreement?

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and addresses

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including actions and deliverables required at completion

9. Warranties: Seller's warranties regarding the shares, company, and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Matters: Tax-related provisions, including tax warranties and indemnities

12. Confidentiality: Obligations regarding confidential information and announcements

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

What sections are optional to include in a Sale Of Shares Agreement?

1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or earn-outs

2. Non-Competition: Non-compete and non-solicitation provisions, if required

3. Break Fee: Provisions for payment if the transaction fails to complete under specific circumstances

4. Transaction Security: Security arrangements for deferred payments or warranties

5. Employee Matters: Specific provisions relating to employees and management

6. Intellectual Property: Special provisions for IP transfer or protection

7. Real Estate: Specific provisions relating to company property if significant to the transaction

8. Data Protection: GDPR compliance and data transfer provisions

What schedules should be included in a Sale Of Shares Agreement?

1. Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Shares Being Sold: Detailed description of the shares being transferred

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: List and details of company properties

5. Intellectual Property Rights: Schedule of IP owned or licensed by the company

6. Material Contracts: List and details of key commercial contracts

7. Employees: Details of employees and their terms of employment

8. Completion Deliverables: List of documents and items to be delivered at completion

9. Data Room Index: Index of due diligence materials provided

10. Completion Accounts: Format and principles for preparation of completion accounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Belgium

Publisher

Ƶ

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions






















































Clauses















































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Professional Services

Telecommunications

Consumer Goods

Industrial

Media and Entertainment

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Tax

Business Development

Corporate Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Corporate Development Manager

Finance Director

Legal Counsel

Company Secretary

Transaction Manager

Due Diligence Manager

Investment Director

Business Development Director

Risk Manager

Compliance Officer

Board Member

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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