Articles Of Association And Shareholders Agreement Template for Belgium

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Key Requirements PROMPT example:

Articles Of Association And Shareholders Agreement

"I need Articles of Association and Shareholders Agreement for a Belgian technology startup with three co-founders and a venture capital investor, planning to close Series A funding in March 2025, with specific focus on intellectual property protection and anti-dilution provisions."

Document background
The Articles of Association and Shareholders Agreement is a crucial document package required when establishing or restructuring a company under Belgian law. This document type is particularly relevant when multiple shareholders are involved and detailed governance arrangements are needed. The Articles of Association component must comply with the Belgian Code of Companies and Associations (CCA), while the Shareholders Agreement provides additional layers of protection and detailed arrangements between shareholders. It's commonly used during company formation, when new investors join, or when existing shareholders wish to formalize their relationships. The document covers essential aspects such as share capital structure, transfer restrictions, voting rights, management composition, and dispute resolution mechanisms, while ensuring compliance with Belgian corporate law requirements.
Suggested Sections

1. Parties: Identification of the company and all shareholders entering into the agreement

2. Background: Context of the company formation and purpose of the agreement

3. Definitions and Interpretation: Defined terms and rules of interpretation for the document

4. Company Name and Form: Legal name and type of company (e.g., BV/SRL or NV/SA)

5. Registered Office: Official registered address of the company

6. Corporate Purpose: Detailed description of company's business activities and objectives

7. Duration: Term of the company's existence (usually indefinite)

8. Share Capital and Shares: Details of share capital, classes of shares, and their rights

9. Share Transfer Restrictions: Rules and procedures for transferring shares

10. Pre-emption Rights: Existing shareholders' rights to purchase shares before third parties

11. Management Structure: Composition and powers of the board of directors/management

12. Shareholders Meetings: Procedures for convening and conducting shareholder meetings

13. Voting Rights and Majority Requirements: Voting procedures and required majorities for different decisions

14. Dividend Policy: Rules for profit distribution and dividend payments

15. Anti-dilution Protection: Mechanisms to protect shareholders from dilution

16. Deadlock Resolution: Procedures for resolving shareholder disputes

17. Confidentiality: Obligations regarding company and shareholder information

18. Term and Termination: Duration of the agreement and termination provisions

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

Optional Sections

1. Tag-Along Rights: Used when minority shareholders need protection to sell alongside majority shareholders

2. Drag-Along Rights: Included when majority shareholders might need to force minorities to join in a sale

3. Put and Call Options: Include when shareholders want pre-agreed exit mechanisms

4. IPO Provisions: Required if there's potential for future public listing

5. Employee Share Scheme: Include if company plans to offer shares to employees

6. Intellectual Property Rights: Important for technology or innovation-focused companies

7. Non-Compete Provisions: Include for shareholders who might compete with the company

8. Good/Bad Leaver Provisions: Important when shareholders are also employees/executives

9. Strategic Decisions Requirements: Include for specific voting rights on key business decisions

10. Supervisory Board: Optional for larger companies wanting additional oversight

Suggested Schedules

1. Schedule 1: Share Capital Table: Detailed breakdown of shareholding structure and share classes

2. Schedule 2: Company Information: Detailed company registration and corporate information

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4: Business Plan: Initial business plan and strategy

5. Schedule 5: Tag and Drag Procedures: Detailed procedures for tag-along and drag-along rights

6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement

7. Schedule 7: Share Valuation Methodology: Agreed methods for valuing shares in various scenarios

8. Schedule 8: Managing Director's Agreement: Terms of employment/engagement for managing directors

9. Appendix A: Articles of Association: Full text of the company's articles of association

10. Appendix B: Group Structure Chart: Corporate structure diagram if part of a group

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Financial Services

Healthcare

Retail

E-commerce

Energy

Telecommunications

Media & Entertainment

Biotechnology

Construction

Agriculture

Education

Transportation & Logistics

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Corporate Secretariat

Compliance

Finance

Investor Relations

Corporate Affairs

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Chief Legal Officer

Company Secretary

Investment Director

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

Chief Operations Officer

Head of Corporate Affairs

Investment Manager

Corporate Development Director

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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