Share Sale Deed Template for Belgium

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Key Requirements PROMPT example:

Share Sale Deed

"I need a Share Sale Deed under Belgian law for the sale of 100% shares in a privately-held technology company, with completion scheduled for March 2025 and including non-compete provisions for the selling shareholders."

Document background
A Share Sale Deed is a crucial document used in Belgian corporate transactions to formalize and execute the transfer of company shares between parties. This document is essential when conducting share acquisitions or disposals in Belgium, whether for complete or partial ownership transfers of a company. The deed must comply with Belgian corporate law requirements, particularly the Belgian Companies and Associations Code, and includes detailed provisions covering the sale terms, warranties, representations, and specific Belgian legal formalities. It's typically used in both private and public company transactions, though requirements may vary depending on the company type and transaction size. The document serves as official evidence of the transfer and includes all necessary elements for registration with relevant Belgian authorities, making it a fundamental instrument in corporate restructuring, mergers and acquisitions, and investment transactions.
Suggested Sections

1. Parties: Identification and details of the Seller(s) and Buyer(s), including registration numbers and addresses

2. Background: Context of the transaction, including description of the Company whose shares are being sold

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Completion: Details of when and how the transfer will be completed, including signing and closing requirements

6. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares

7. Tax Matters: Tax-related provisions, including responsibility for transfer taxes and historical tax liabilities

8. Registration and Formalities: Requirements for registering the transfer in the company's share register and other formal requirements under Belgian law

9. Confidentiality: Obligations regarding confidentiality of the transaction and company information

10. Notices: Process for formal communications between parties

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

Optional Sections

1. Pre-Completion Obligations: Used when there is a split between signing and closing, detailing obligations during the interim period

2. Conditions Precedent: Include when completion is subject to specific conditions being met

3. Non-Competition: Required when the seller needs to be restricted from competing post-sale

4. Buyer's Warranties: Include for larger transactions where buyer provides warranties regarding funding and authority

5. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other mechanisms

6. Employee Matters: Include when specific arrangements for key employees need to be addressed

7. Intellectual Property: Required when IP rights are significant to the transaction

8. Data Protection: Include when personal data processing is a significant aspect of the transaction

Suggested Schedules

1. Details of the Shares: Detailed description of shares being transferred, including share certificate numbers and class rights

2. Warranties: Detailed warranties given by the seller regarding the company and its business

3. Company Information: Key details about the company including corporate information, licenses, and material contracts

4. Completion Requirements: Checklist of documents and actions required for completion

5. Form of Transfer Instruments: Template forms for share transfer documentation required under Belgian law

6. Disclosed Documents: List of documents disclosed against the warranties

7. Properties: Details of any real estate owned or leased by the company

8. Intellectual Property Rights: Schedule of IP rights owned or licensed by the company

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

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Energy

Transportation

Telecommunications

Construction

Agriculture

Media and Entertainment

Mining and Resources

Relevant Teams

Legal

Corporate Development

Finance

Mergers & Acquisitions

Corporate Secretariat

Compliance

Tax

Treasury

Executive Leadership

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Development Manager

Investment Director

Mergers & Acquisitions Manager

Transaction Manager

Legal Director

Finance Director

Business Development Director

Corporate Finance Manager

Compliance Officer

General Counsel

Board Member

Managing 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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