Share Issue Agreement Template for Belgium

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Key Requirements PROMPT example:

Share Issue Agreement

"I need a Share Issue Agreement under Belgian law for issuing 10,000 new Class B shares to a single foreign institutional investor, with completion scheduled for March 15, 2025, including standard anti-dilution provisions and information rights."

Document background
The Share Issue Agreement is a crucial document used in Belgian corporate transactions when a company seeks to increase its share capital by issuing new shares to existing or new shareholders. This document is essential for compliance with the Belgian Code of Companies and Associations and must be executed in accordance with Belgian corporate law requirements. It is typically used in scenarios such as capital raising, employee share schemes, or strategic investments. The agreement contains detailed provisions about the share issue, including corporate approvals, payment terms, representations and warranties, and completion mechanics. Given the formal requirements of Belgian law, the document often requires notarial intervention and must be accompanied by supporting corporate documentation such as shareholders' resolutions and updated articles of association.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s), including their full legal names, registration numbers, and registered addresses

2. Background: Context of the share issue, including corporate approvals and relevant company resolutions

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

4. Share Issue Details: Specific details of the shares being issued, including number, class, nominal value, and issue price

5. Subscription and Payment: Terms and conditions of the subscription, payment requirements, and deadlines

6. Completion: Requirements and conditions for completing the share issue, including documentation and registration

7. Representations and Warranties: Statements and assurances from both the company and the subscriber

8. Company Undertakings: Commitments and obligations of the company regarding the share issue

9. Subscriber Undertakings: Commitments and obligations of the subscriber

10. Notices: Communication requirements and contact details for formal notices

11. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes

Optional Sections

1. Pre-emptive Rights: Section addressing existing shareholders' pre-emptive rights and their waiver, if applicable

2. Lock-up Provisions: Restrictions on transfer of shares for a specified period, if required

3. Anti-dilution Protection: Provisions protecting against future dilution of shareholding, if agreed

4. Tag-Along Rights: Rights of minority shareholders to join in sale of shares, if relevant

5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale, if relevant

6. Information Rights: Special information rights granted to new shareholders, if applicable

7. Board Representation: Rights to board representation for new shareholders, if agreed

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital structure before and after the issue

2. Shareholders' Resolution: Copy of the shareholders' resolution approving the share issue

3. Board Resolution: Copy of the board resolution approving the share issue

4. Share Certificate Template: Form of share certificate to be issued

5. Articles of Association: Current articles of association of the company

6. Subscription Form: Form for formal subscription to the shares

7. KYC Documentation: Required know-your-customer documentation for the subscriber

8. Shareholders' Register Extract: Template for updated shareholders' register entry

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

Financial Services

Banking

Corporate Services

Legal Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Professional Services

Retail

E-commerce

Construction

Biotechnology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Management

Corporate Secretariat

Investment

Treasury

Risk Management

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Finance Director

Investment Manager

Corporate Finance Manager

Compliance Officer

Board Member

Managing Director

Legal Counsel

Financial Controller

Corporate Development Director

Investor Relations Manager

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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