Startup Investment Agreement Template for Belgium

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Key Requirements PROMPT example:

Startup Investment Agreement

"I need a Startup Investment Agreement under Belgian law for a €500,000 seed investment in our AI software company, with standard anti-dilution provisions and a requirement for the founder to remain with the company for at least 3 years."

Document background
The Startup Investment Agreement is a critical legal document used when investors are injecting capital into a startup company in Belgium. It serves as the primary contract governing the relationship between investors and the company, detailing everything from investment terms to shareholder rights. This agreement must comply with Belgian corporate law, particularly the Code des Sociétés et des Associations, while also considering EU regulations. It's typically used in early-stage or growth-phase investment rounds and includes essential provisions for share issuance, voting rights, board representation, and exit strategies. The document needs to balance protecting investor interests while maintaining operational flexibility for the startup's growth.
Suggested Sections

1. Parties: Identification of the investor(s), the company, and any other relevant parties (such as founders if they are party to the agreement)

2. Background: Context of the investment, brief description of the company's business, and purpose of the agreement

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

4. Investment Terms: Details of the investment amount, valuation, and number/class of shares to be issued

5. Completion Mechanics: Process and conditions for completing the investment, including payment terms and share issuance procedures

6. Warranties and Representations: Standard warranties from the company and founders about the business, assets, and liabilities

7. Investor Rights: Specific rights granted to the investor, including information rights and board representation

8. Transfer Restrictions: Limitations on the transfer of shares and related procedures

9. Tag-Along and Drag-Along Rights: Rights of shareholders to participate in or be forced to join in future sales

10. Anti-Dilution Protection: Provisions protecting the investor's shareholding percentage in certain circumstances

11. Confidentiality: Obligations regarding confidential information

12. Notices: Procedures for formal communications between parties

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

Optional Sections

1. Founder Commitments: Used when founders need to make specific commitments regarding their continued involvement and non-competition

2. Intellectual Property Assignment: Include when there needs to be explicit assignment or confirmation of IP rights

3. Future Funding Rounds: Include when parties want to address terms for future investment rounds

4. Employee Share Option Pool: Include when establishing or addressing an employee share option scheme

5. Strategic Collaboration: Used when the investor will provide additional strategic value beyond capital

6. Environmental, Social and Governance (ESG): Include when parties want to establish specific ESG commitments

7. Exit Strategy: Include when parties want to specify preferred exit mechanisms or timelines

8. Preferred Return: Used when investors are to receive preferential returns on their investment

Suggested Schedules

1. Schedule 1: Company Information: Detailed information about the company, including corporate structure and capitalization table

2. Schedule 2: Warranties: Detailed list of warranties given by the company and founders

3. Schedule 3: Share Rights: Detailed terms attached to the shares being issued

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

5. Schedule 5: Reserved Matters: List of decisions requiring investor consent

6. Appendix A: Business Plan: Company's business plan and financial projections

7. Appendix B: Disclosure Letter: Disclosures against the warranties

8. Appendix C: Key Performance Indicators: Agreed metrics for monitoring company performance

9. Appendix D: Articles of Association: New or amended articles of association reflecting the investment

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

Biotechnology

Financial Technology

Healthcare

Clean Energy

E-commerce

Software Development

Artificial Intelligence

Manufacturing

Food Technology

Digital Media

Telecommunications

Internet of Things

Cybersecurity

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Treasury

Risk Management

Business Development

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Venture Capital Partner

Corporate Lawyer

Investment Banker

General Counsel

Business Development Director

Startup Founder

Company Secretary

Financial Controller

Private Equity Manager

Compliance Officer

Corporate Development Manager

Industries
Belgian Company Code (Code des Sociétés et des Associations): Primary legislation governing company formation, operation, and corporate investments in Belgium. Particularly relevant for share issuance, shareholder rights, and corporate governance structures.
Belgian Financial Services and Markets Authority (FSMA) Regulations: Regulations governing financial investments and securities in Belgium, including requirements for private placement and investor protection measures.
Belgian Tax Code: Tax regulations affecting investment structures, including tax treatment of capital gains, dividend taxation, and potential tax incentives for startup investments.
EU Prospectus Regulation: European Union regulation governing when a prospectus is required for securities offerings, with specific exemptions relevant for startup investments.
Belgian Intellectual Property Law: Legislation governing IP rights protection, crucial for startup investments where intellectual property is often a key asset.
Belgian Privacy Law and GDPR: Data protection regulations that may affect startup operations and need to be considered in investment documentation, especially for tech startups.
Belgian Employment Law: Labor regulations affecting founder and employee agreements, stock option plans, and other equity-based compensation structures.
Belgian Anti-Money Laundering Legislation: Regulations requiring due diligence and verification of investment sources and investor identities.
Belgian Competition Law: Regulations governing market competition and merger control, which may be relevant for larger investment rounds or strategic investments.
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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