Company Purchase Agreement Template for Belgium

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Key Requirements PROMPT example:

Company Purchase Agreement

"I need a Company Purchase Agreement under Belgian law for the acquisition of a small technology services company, with a straightforward share purchase structure and completion planned for March 2025."

Document background
The Company Purchase Agreement is a crucial document used in Belgian corporate acquisitions to formalize the purchase and sale of a business entity. It serves as the primary transaction document, incorporating specific requirements under Belgian law and EU regulations, including mandatory provisions regarding employee protection, competition law compliance, and corporate governance. This agreement is essential for both domestic and cross-border transactions involving Belgian entities, requiring careful consideration of local legal requirements while accommodating international business practices. The document typically includes detailed provisions on purchase price mechanisms, warranties, representations, tax matters, and specific Belgian closing requirements, making it fundamental for M&A transactions in Belgium. It must be drafted in compliance with the Belgian Companies and Associations Code and other relevant legislation, often requiring involvement of specialized legal counsel and corporate notaries.
Suggested Sections

1. Parties: Identification and details of the seller(s) and purchaser(s), including registration numbers and registered offices

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

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including the shares/assets being sold and basic purchase mechanics

5. Purchase Price: Detailed provisions on consideration, including payment terms, adjustments, and earnout provisions if applicable

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

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

8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing

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

10. Limitations on Liability: Limitations and caps on seller's liability for warranty breaches and other claims

11. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liabilities

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications

13. Non-Competition and Non-Solicitation: Restrictive covenants protecting the purchased business

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

Optional Sections

1. Employee Matters: Specific provisions dealing with employee transfers and protections - required if employees are being transferred

2. Real Estate: Specific provisions dealing with property transfers or leases - required if real estate is a significant component

3. Intellectual Property: Detailed IP provisions - required if IP is a key asset of the target company

4. Environmental Matters: Specific environmental provisions and indemnities - required for businesses with environmental risks

5. Data Protection: Specific GDPR and data protection provisions - required if personal data is a significant aspect

6. Bank Financing: Provisions relating to external financing - required if purchase is bank financed

7. Earn-out Provisions: Detailed earn-out mechanics - required if part of purchase price is performance-based

8. Share Pledge: Security provisions - required if shares are being pledged as security

9. Competition Clearance: Detailed competition approval process - required if transaction requires competition authority approval

Suggested Schedules

1. Schedule 1 - Company Details: Detailed information about the target company including corporate information and capital structure

2. Schedule 2 - Properties: List and details of all real estate owned or leased by the company

3. Schedule 3 - Intellectual Property: List and details of all IP owned or licensed by the company

4. Schedule 4 - Material Contracts: List and summary of all material contracts

5. Schedule 5 - Employees: List of employees and key employment terms

6. Schedule 6 - Warranties: Detailed warranties about the company and business

7. Schedule 7 - Tax Covenant: Detailed tax covenant provisions and specific tax warranties

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

9. Schedule 9 - Permitted Leakage: List of permitted value extractions in locked box deals

10. Schedule 10 - Data Room Index: Index of due diligence materials provided

11. Appendix 1 - Completion Accounts Principles: Accounting principles for completion accounts if relevant

12. Appendix 2 - Form of Resignations: Template resignation letters for directors

13. Appendix 3 - Form of Release: Template release documents for completion

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

Manufacturing

Technology

Real Estate

Financial Services

Professional Services

Healthcare

Retail

Energy

Transportation

Construction

Telecommunications

Media and Entertainment

Agriculture

Mining and Resources

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Risk Management

Corporate Secretariat

Business Development

Strategy

Executive Leadership

Treasury

Compliance

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Development Director

M&A Director

Legal Counsel

Corporate Lawyer

Finance Director

Investment Manager

Business Development Manager

Commercial Director

Tax Director

Integration Manager

Risk Manager

Company Secretary

Board Member

Managing Director

General Counsel

Transaction Manager

Industries
Belgian Companies and Associations Code (CAC): The primary legislation governing company operations, transfers, and corporate governance in Belgium. It provides the legal framework for company acquisitions and corporate restructuring.
Belgian Civil Code: Provides the fundamental principles of contract law and obligations that apply to purchase agreements.
EU Merger Control Regulation (EC 139/2004): Regulates mergers and acquisitions with an EU dimension, requiring notification and approval for transactions meeting certain thresholds.
Belgian Competition Act: National competition law requiring notification and approval for mergers and acquisitions meeting Belgian turnover thresholds.
Belgian Labour Law (including CBA No. 32bis): Governs the transfer of employees in case of company transfers, protecting employee rights and conditions.
Belgian Income Tax Code: Regulates tax implications of company acquisitions, including capital gains tax and transfer pricing requirements.
EU General Data Protection Regulation (GDPR): Governs the transfer of personal data in corporate transactions and requires specific provisions in purchase agreements.
Belgian Economic Law Code: Contains provisions on fair trade practices and commercial transactions that may affect company purchases.
Act on Financial Securities: Regulates security interests and financial guarantees in corporate transactions.
Belgian Registration Duties Code: Governs registration requirements and transfer taxes applicable to company purchases.
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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