Investment Deed Template for Belgium

A Belgian Investment Deed is a formal legal document governed by Belgian law that establishes and regulates the terms and conditions of an investment transaction. It encompasses detailed provisions regarding share issuance, investor rights, company obligations, warranties, and governance structures. The document adheres to Belgian corporate law requirements, including the Belgian Companies and Associations Code, and may incorporate relevant EU regulations. It serves as the primary agreement documenting the investment relationship between parties, including specific provisions for investor protections, information rights, and exit mechanisms.

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What is a Investment Deed?

The Investment Deed serves as a crucial legal instrument in Belgian corporate transactions, used when a company seeks to formalize the receipt of investment capital in exchange for shares or other securities. This document type is essential for both private and institutional investments, providing a comprehensive framework that outlines the investment structure, rights, and obligations of all parties involved. The Investment Deed must comply with Belgian legal requirements, including the Belgian Companies and Associations Code and relevant financial regulations. It typically includes detailed provisions on share classes, voting rights, board representation, anti-dilution protections, and exit rights. The document is particularly important in establishing clear governance structures and protecting both investor and company interests in the Belgian legal context.

What sections should be included in a Investment Deed?

1. Parties: Identification of all parties to the investment deed, including the company, investors, and any guarantors

2. Background: Context of the investment, including company status and purpose of the investment

3. Definitions: Definitions of key terms used throughout the deed

4. Investment Details: Specific details of the investment including amount, payment terms, and form of investment

5. Shares and Rights: Description of shares or rights being issued, including class, rights, and restrictions

6. Completion Mechanics: Process and conditions for completing the investment transaction

7. Company Warranties: Standard warranties given by the company regarding its status, operations, and financial position

8. Investor Warranties: Warranties from the investor regarding their capacity and authority to invest

9. Board Representation: Rights of investors regarding board membership or observation rights

10. Information Rights: Investors' rights to receive financial and operational information

11. Transfer Restrictions: Limitations on the transfer of shares or investment rights

12. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds

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

What sections are optional to include in a Investment Deed?

1. Tag-Along Rights: Optional section for larger investments where investors want the right to join in any sale by majority shareholders

2. Drag-Along Rights: Optional section allowing majority shareholders to force minorities to join in a sale

3. Liquidation Preference: Optional section for preferred share investments specifying priority in liquidation events

4. Veto Rights: Optional section for significant investors requiring their approval for major corporate decisions

5. Environmental, Social and Governance (ESG): Optional section for investments with specific ESG requirements or reporting

6. Exit Strategy: Optional section defining planned exit mechanisms and timelines

7. Employee Stock Option Pool: Optional section regarding the creation or maintenance of an ESOP

8. Intellectual Property Rights: Optional detailed section on IP rights where relevant to the investment

What schedules should be included in a Investment Deed?

1. Schedule 1 - Company Information: Detailed company information including corporate structure, share capital, and existing shareholders

2. Schedule 2 - Investment Terms: Detailed terms of the investment including valuation methodology and calculation of share price

3. Schedule 3 - Completion Requirements: List of all documents and actions required for completion

4. Schedule 4 - Company Warranties: Full list of detailed warranties given by the company

5. Schedule 5 - Financial Statements: Recent financial statements and projections

6. Schedule 6 - Intellectual Property: List of company's IP rights and registrations

7. Schedule 7 - Material Contracts: Summary of key contracts affecting the investment

8. Appendix A - Shareholders' Agreement: Form of shareholders' agreement to be entered into upon completion

9. Appendix B - Articles of Association: New or amended articles of association reflecting the investment

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

Jurisdiction

Belgium

Publisher

Genie AI

Cost

Free to use

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