Stock Repurchase Agreement Template for Belgium

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Key Requirements PROMPT example:

Stock Repurchase Agreement

"I need a Stock Repurchase Agreement under Belgian law for our tech company to buy back 2,500 shares from a departing senior executive by March 2025, including non-compete provisions and staged payment terms."

Document background
The Stock Repurchase Agreement is a crucial document used when a Belgian company decides to buy back its own shares from existing shareholders. This transaction must comply with the strict requirements of the Belgian Code of Companies and Associations (BCCA), including limitations on the percentage of shares that can be repurchased, shareholder approval requirements, and equal treatment principles. The agreement is commonly used for various corporate purposes such as implementing employee exit arrangements, managing share capital, or executing shareholder exit strategies. It details the terms of the repurchase, including purchase price, payment terms, representations and warranties, and closing conditions. The document must incorporate specific Belgian legal requirements regarding corporate governance, financial assistance rules, and tax implications of share buybacks.
Suggested Sections

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the repurchase, reference to board and shareholder approvals, and compliance with BCCA requirements

3. Definitions: Defined terms used throughout the agreement, including specific Belgian legal terminology

4. Subject Matter and Scope: Details of shares to be repurchased, including number, class, and percentage of total share capital

5. Purchase Price: Agreed price per share and total consideration, payment terms, and valuation methodology

6. Closing Conditions: Prerequisites for completing the repurchase, including regulatory approvals and corporate authorizations

7. Representations and Warranties: Statements by both parties regarding authority, ownership, and compliance with laws

8. Closing Mechanics: Process for executing the transfer, including timing and documentation requirements

9. Tax Provisions: Treatment of taxes, including withholding requirements and responsibility for payment

10. Governing Law and Jurisdiction: Explicit reference to Belgian law and designation of competent courts

Optional Sections

1. Employee Specific Provisions: Required when repurchasing shares from current or former employees, addressing employment-related aspects

2. Market Abuse Prevention: Required for listed companies, detailing compliance with market abuse regulations

3. Shareholder Rights: Needed when the seller retains other shares, addressing ongoing shareholder relationships

4. Escrow Arrangements: Used when payment or shares need to be held in escrow

5. Drag-Along/Tag-Along Rights: Included when the repurchase triggers or affects existing shareholder rights

6. Confidentiality: Optional but recommended for private companies or sensitive transactions

7. Non-Competition: Relevant when buying out departing shareholders who might compete

8. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being repurchased, including share certificates numbers

2. Corporate Approvals: Copies of board resolutions and shareholder approvals authorizing the repurchase

3. Valuation Report: If applicable, independent valuation supporting the purchase price

4. Closing Checklist: List of documents and actions required for closing

5. Tax Clearance Certificates: If required, documentation of tax compliance

6. Specimen Share Transfer Forms: Templates for executing the share transfer

7. Payment Details: Banking and payment execution information

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

Professional Services

Retail

Healthcare

Real Estate

Energy

Telecommunications

Construction

Consumer Goods

Industrial Services

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Corporate Development

Executive Management

Shareholder Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Finance Director

Legal Director

Corporate Development Manager

Treasury Manager

Tax Director

Compliance Officer

Board Member

Company Director

Shareholder Relations Manager

Investment Manager

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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