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Basic Shareholder Agreement

Basic Shareholder Agreement Template for Belgium

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Key Requirements PROMPT example:

Basic Shareholder Agreement

"I need a Basic Shareholder Agreement for my Belgian technology startup with three co-founders, where we want to include specific provisions for future investment rounds planned for March 2025 and protect minority shareholder rights."

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Document background
The Basic Shareholder Agreement is a crucial document used when establishing or formalizing the relationship between shareholders in a Belgian company. It is particularly relevant for companies with multiple shareholders who need to clearly define their rights, obligations, and procedures for share ownership and transfer. This agreement, governed by Belgian law and compliant with the Belgian Code of Companies and Associations, typically comes into play during company formation, when new shareholders join, or when existing shareholders wish to formalize their arrangements. The Basic Shareholder Agreement includes essential provisions for corporate governance, share transfers, voting rights, and dispute resolution, while providing flexibility to accommodate future changes in shareholding structure. It serves as a foundational document that helps prevent potential conflicts and ensures smooth operation of shareholder relations.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company information and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Share Capital and Shareholders: Details of share capital structure and current shareholdings

5. Transfer Restrictions: Limitations and conditions on the transfer of shares

6. Pre-emption Rights: Rights of existing shareholders to purchase shares before they can be sold to third parties

7. Management and Decision Making: Governance structure and decision-making processes

8. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings

9. Information Rights: Shareholders' rights to company information and financial reports

10. Confidentiality: Obligations regarding confidential information

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

12. General Provisions: Standard legal provisions including notices, governing law, and jurisdiction

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

3. Anti-dilution Provisions: Protection against dilution of shareholding in case of new share issuance

4. Dividend Policy: Specific agreements on distribution of profits

5. Non-Competition and Non-Solicitation: Restrictions on competitive activities and hiring of employees

6. Dead-lock Resolution: Procedures for resolving situations where shareholders cannot reach agreement

7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

8. Intellectual Property Rights: Provisions regarding ownership and use of company IP

Suggested Schedules

1. Schedule 1 - Details of the Company: Complete corporate information including registration details

2. Schedule 2 - Current Shareholdings: Detailed breakdown of current share ownership

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

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

5. Schedule 5 - Deed of Adherence: Form for new shareholders to sign up to the agreement

6. Schedule 6 - Valuation Methods: Agreed methods for valuing shares in various circumstances

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Company
Completion
Confidential Information
Control
Deed of Adherence
Director
Encumbrance
Fair Market Value
Financial Year
General Meeting
Group
Management
Material Breach
Ordinary Resolution
Parties
Related Party
Reserved Matters
Share Capital
Shares
Shareholder
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Drag-Along Notice
Drag-Along Rights
Permitted Transfer
Pre-emption Rights
Transfer Notice
Valuation
Working Days
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Energy

Transportation

Agriculture

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Investment

Business Development

Risk Management

Relevant Roles

CEO

Managing Director

Company Director

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Finance Director

Investment Manager

Compliance Officer

Business Development Director

Board Member

Shareholder Representative

Corporate Governance Officer

General Counsel

Industries
Belgian Code of Companies and Associations (CCA): Primary legislation governing company law in Belgium, including shareholder rights, corporate governance, and company structure requirements
Belgian Civil Code: Provides the fundamental principles of contract law that apply to shareholder agreements, including formation, validity, and enforcement of contracts
Belgian Corporate Governance Code 2020: Contains recommendations and guidelines for good corporate governance practices in Belgian listed companies, which may be relevant for consistency
EU Directive 2007/36/EC: Addresses shareholders' rights and certain aspects of corporate governance in listed companies, including cross-border voting rights
Belgian Competition Law: Relevant for provisions regarding transfer of shares and potential competition restrictions in shareholder agreements
Belgian Income Tax Code: Contains provisions regarding taxation of share transfers, dividends, and other shareholder-related transactions
Belgian Financial Law and Regulations: Relevant for provisions regarding share valuation, transfer of securities, and financial rights of shareholders
EU General Data Protection Regulation (GDPR): Must be considered for handling personal data of shareholders and maintaining shareholder registers
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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