Share Subscription Agreement Template for Belgium

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Key Requirements PROMPT example:

Share Subscription Agreement

"I need a Share Subscription Agreement under Belgian law for a Series A investment round where a venture capital firm will subscribe for 25% of our technology company's shares, with specific focus on anti-dilution protection and board representation rights."

Document background
The Share Subscription Agreement is a crucial document used in Belgian corporate transactions when a company wishes to issue new shares to raise capital. It establishes the legal framework for share subscription, detailing the rights and obligations of both the issuing company and the subscriber(s). The agreement must comply with Belgian corporate law requirements, including the Belgian Code of Companies and Associations (BCCA) and relevant financial regulations. This document is typically used in various scenarios including private investment rounds, employee share schemes, and strategic investments. It contains essential provisions such as subscription terms, payment mechanics, representations and warranties, and closing conditions. The agreement often requires notarial involvement for execution and must be accompanied by necessary corporate approvals and resolutions under Belgian law.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the share subscription, including company information and purpose of the share issuance

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

4. Subscription and Issue: Core terms of the subscription including number of shares, price per share, and total subscription amount

5. Payment Terms: Details of how and when payment for the shares will be made

6. Closing Conditions: Conditions that must be satisfied before the subscription can complete

7. Closing Mechanics: Process and requirements for completing the subscription

8. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and share issuance

9. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, authority, and investment intent

10. Covenants: Ongoing obligations of the parties

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.

Optional Sections

1. Pre-emptive Rights: Used when existing shareholders have rights to participate in the subscription

2. Share Rights: Include when the subscribed shares have special rights or restrictions

3. Anti-dilution Protection: Used when subscribers are granted protection against future dilutive issuances

4. Lock-up Provisions: Include when there are restrictions on transfer of subscribed shares

5. Multiple Closings: Used when the subscription will occur in multiple tranches

6. Tag-Along Rights: Include when subscribers are granted co-sale rights

7. Board Representation: Used when subscription includes rights to board representation

8. Information Rights: Include when subscribers are granted specific information rights

Suggested Schedules

1. Subscription Details: Detailed breakdown of shares being subscribed, including class, numbers, and price

2. Form of Shareholders' Resolution: Required resolution authorizing the share issuance

3. Conditions Precedent Checklist: List of all conditions that must be satisfied before closing

4. Disclosure Schedule: Company's disclosures against its representations and warranties

5. Form of Subscription Form: Standard form for executing the subscription

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

7. Board Resolution: Resolution approving the share issuance

8. KYC Requirements: List of required know-your-customer documentation

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

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

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Professional Services

Consumer Goods

Infrastructure

Life Sciences

Media and Entertainment

Retail

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Management

Investment

Company Secretariat

Treasury

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Finance Director

Corporate Development Manager

Legal Counsel

Investment Banker

Private Equity Manager

Venture Capital Manager

Compliance Officer

Board Member

Managing Director

Transaction 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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