Silent Partner Agreement Template for Belgium

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Key Requirements PROMPT example:

Silent Partner Agreement

"I need a Silent Partner Agreement for my Belgian technology startup, where the silent partner will invest €500,000 for a 25% profit share, with quarterly financial reporting requirements and an option for additional investment by March 2025."

Document background
The Silent Partner Agreement is a crucial document used in Belgian business arrangements where an investor wishes to participate financially in a business venture without taking an active management role or public position. This type of agreement is particularly relevant under Belgian law, where it's known as "Stille Vennootschap" in Dutch or "Société Interne" in French. The document is essential when structuring private investment arrangements, especially in cases where the investor wants to maintain confidentiality while providing capital to an existing or new business. The agreement covers critical aspects such as initial investment, profit-sharing mechanisms, reporting obligations, and exit strategies, all while ensuring compliance with Belgian regulatory requirements, including the Code of Companies and Associations. It's particularly useful for businesses seeking private capital without wanting to alter their public management structure or for investors looking to make passive investments with defined returns.
Suggested Sections

1. Parties: Identification of the active partner(s) and silent partner(s), including full legal names, addresses, and registration details where applicable

2. Background: Context of the partnership formation, including the business purpose and general intent of the parties

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

4. Partnership Structure: Legal structure of the partnership, confirming its nature as a silent partnership under Belgian law

5. Capital Contributions: Details of initial and any agreed future capital contributions by the silent partner

6. Profit and Loss Sharing: Agreement on how profits and losses will be distributed between partners

7. Management and Control: Confirmation that active partner(s) maintain full control and management of the business

8. Silent Partner's Rights: Specific rights of the silent partner, including information and inspection rights

9. Confidentiality: Obligations regarding business information confidentiality

10. Duration and Termination: Term of the partnership and conditions for termination

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

Optional Sections

1. Non-Competition: Restrictions on silent partner's involvement in competing businesses, if applicable

2. Transfer of Interest: Rules regarding the transfer of the silent partner's interest, if permitted

3. Additional Capital Calls: Procedures for requesting additional capital from the silent partner

4. Tag-Along Rights: Rights of the silent partner to participate in sale of business, if granted

5. Dispute Resolution: Alternative dispute resolution procedures, if preferred over court proceedings

6. Insurance Requirements: Specific insurance obligations for the business

7. Exit Strategy: Detailed procedures for partner exit beyond basic termination provisions

Suggested Schedules

1. Schedule 1 - Initial Capital Contribution: Detailed breakdown of the silent partner's initial capital contribution

2. Schedule 2 - Business Plan: Current business plan and financial projections

3. Schedule 3 - Profit Calculation Method: Detailed methodology for calculating distributable profits

4. Schedule 4 - Reporting Requirements: Format and frequency of financial reports to be provided to silent partner

5. Schedule 5 - Existing Business Assets: Inventory of existing business assets at partnership formation

6. Appendix A - Partner Details: Detailed information about all partners including contact information

7. Appendix B - Bank Account Details: Banking information for capital contributions and profit distributions

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

Clauses
Relevant Industries

Retail

Manufacturing

Technology

Real Estate

Hospitality

Professional Services

Financial Services

E-commerce

Construction

Healthcare

Food and Beverage

Entertainment

Agriculture

Logistics

Relevant Teams

Legal

Finance

Corporate Development

Investment

Tax

Compliance

Business Development

Executive Leadership

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Business Owner

Private Investor

Investment Manager

Legal Counsel

Corporate Lawyer

Business Development Director

Finance Director

Managing Partner

Investment Advisor

Tax Consultant

Financial Controller

Company Secretary

Venture Capitalist

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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