Simple Shareholder Agreement Template for Belgium

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Key Requirements PROMPT example:

Simple Shareholder Agreement

"I need a Simple Shareholder Agreement for my Belgian tech startup with three co-founders, where we need to include specific provisions for future investment rounds planned for March 2025 and protect minority shareholder rights."

Document background
A Simple Shareholder Agreement under Belgian law is essential for companies seeking to establish clear rules and procedures governing the relationship between their shareholders. This document becomes particularly relevant when establishing a new company, bringing in new shareholders, or formalizing existing shareholder arrangements. The agreement ensures compliance with the Belgian Code of Companies and Associations while addressing crucial aspects such as share transfers, voting rights, board composition, and dividend policies. It serves as a preventive measure against potential conflicts and provides mechanisms for dispute resolution. The Simple Shareholder Agreement is particularly suitable for small to medium-sized enterprises with a relatively straightforward shareholding structure, where shareholders wish to establish basic protections and governance procedures without overly complex arrangements.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including their full legal names, addresses, and registration details

2. Background: Context of the agreement, including company information, share capital structure, and purpose of the agreement

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

4. Share Capital and Shareholdings: Details of the company's share capital, classes of shares, and current shareholding structure

5. Transfer Restrictions: Restrictions on the transfer of shares, including right of first refusal and tag-along/drag-along rights

6. Corporate Governance: Rules regarding board composition, appointment of directors, and decision-making processes

7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements

8. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval

9. Dividend Policy: Framework for determining and distributing dividends

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Anti-dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances

2. Share Valuation: Methods for determining share value in case of transfers or exits

3. Non-compete and Non-solicitation: Restrictions on shareholders' competitive activities

4. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making

5. Exit Provisions: Procedures and rights relating to company sale, IPO, or other exit events

6. Preference Rights: Special rights attached to certain classes of shares

7. Information Rights: Shareholders' rights to company information and financial reports

8. Employee Share Schemes: Provisions regarding employee share ownership plans

Suggested Schedules

1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current shareholders and their shareholdings

2. Schedule 2 - Articles of Association: Copy of the company's current articles of association

3. Schedule 3 - Reserved Matters List: Comprehensive list of matters requiring special approval

4. Schedule 4 - Share Transfer Notice: Template for share transfer notifications

5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule 6 - Company Business Plan: Current business plan and financial projections

7. Schedule 7 - Share Valuation Methodology: Detailed procedures for share valuation

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
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Financial Services

Construction

Media and Entertainment

Food and Beverage

E-commerce

Consulting

Software Development

Biotechnology

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Investment

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Director

Corporate Lawyer

Investment Manager

Business Development Director

Board Member

Managing Director

Finance Director

Company Director

Compliance Officer

Corporate Governance Officer

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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