Share Sale Purchase Agreement Template for Belgium

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Key Requirements PROMPT example:

Share Sale Purchase Agreement

"I need a Share Sale Purchase Agreement under Belgian law for the purchase of 100% shares in a private technology company, with completion scheduled for March 2025 and standard warranties and indemnities."

Document background
The Share Sale Purchase Agreement is the primary transaction document used in corporate acquisitions where shares of a company are being transferred from one party to another under Belgian law. This document is essential when conducting share-based M&A transactions in Belgium, whether for private or public companies, and must comply with the Belgian Companies and Associations Code and other relevant legislation. It typically includes detailed provisions on purchase price mechanisms, warranties and indemnities, conditions precedent, completion mechanics, and post-completion obligations. The agreement requires careful consideration of Belgian corporate law, tax implications, and potential regulatory requirements, particularly for regulated sectors or transactions meeting certain thresholds. It serves as the foundational document protecting both parties' interests throughout the transaction process and defining their ongoing obligations.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registered addresses

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

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Purchase Price: Detailed price structure, payment mechanisms, and any price adjustment provisions

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

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

8. Completion: Mechanics of completion, including timing, location, and actions required

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

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Covenants: Specific provisions relating to tax matters and indemnities

12. Confidentiality: Obligations regarding confidential information and announcements

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Employee Matters: Include when specific arrangements for key employees or general workforce are required

3. Real Estate: Include when target company owns significant real estate assets requiring special provisions

4. Intellectual Property: Include when IP assets are material to the transaction

5. Non-Competition: Include when seller restrictions post-completion are required

6. Transitional Services: Include when seller will provide services to target company post-completion

7. Environmental Matters: Include for companies with significant environmental exposure

8. Data Protection: Include when significant personal data processing is involved

9. Bank Financing: Include when transaction involves external financing arrangements

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Completion Obligations: Detailed list of documents and actions required at completion

3. Warranties: Full set of warranties given by the seller

4. Disclosed Information: List of disclosure documents and data room contents

5. Properties: Details of all real estate owned or leased by the company

6. Intellectual Property Rights: List of all IP owned or licensed by the company

7. Material Contracts: Summary of key commercial contracts

8. Employees: List of employees and their key terms of employment

9. Tax Affairs: Details of tax positions and ongoing disputes

10. Bank Accounts: Details of all bank accounts and facilities

11. Data Room Index: Index of all documents provided in due diligence

12. Permitted Leakage: List of permitted value extractions in locked box deals

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

Healthcare

Retail

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Agriculture

Transportation

Media and Entertainment

Construction

Mining and Materials

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Strategy

Business Development

Corporate Secretariat

Treasury

Due Diligence

Integration

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Financial Controller

Tax Director

Company Secretary

Business Development Director

Corporate Development Manager

Risk Manager

Compliance Officer

Due Diligence Manager

Integration Manager

Transaction Manager

Private Equity Manager

Strategy 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

Find the exact document you need

Share Sale Purchase Agreement

A Belgian law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion mechanics.

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Share Sell Agreement

A Belgian law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including all essential transfer provisions and regulatory compliance requirements.

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