Subscription Agreement Private Placement Template for Belgium

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Key Requirements PROMPT example:

Subscription Agreement Private Placement

"I need a Subscription Agreement Private Placement for my Belgian tech startup to raise €5 million from qualified investors, with specific provisions for protecting our intellectual property and including anti-dilution protection for early investors."

Document background
The Subscription Agreement Private Placement is a crucial document used in Belgian private securities offerings where companies seek to raise capital from a select group of investors without making a public offering. This document is essential when companies want to issue securities while benefiting from private placement exemptions under Belgian law, particularly the Belgian Prospectus Law of 2018 and FSMA regulations. The agreement includes detailed subscription terms, investor qualifications, representations and warranties, and regulatory compliance requirements specific to Belgian jurisdiction. It's particularly relevant for transactions falling under private placement exemptions, where the offering is limited to qualified investors or involves minimum investment thresholds as prescribed by Belgian law. The document must comply with both Belgian national requirements and applicable EU regulations, including MiFID II implementation and GDPR requirements.
Suggested Sections

1. Parties: Identification of the issuer and subscriber

2. Background: Context of the private placement and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Subscription and Issue: Core terms of the subscription including number of securities, price, and payment terms

5. Closing Conditions: Conditions precedent to the subscription becoming effective

6. Subscriber Representations and Warranties: Declarations regarding subscriber's status, eligibility, and compliance with private placement requirements

7. Issuer Representations and Warranties: Company's declarations regarding its status, authority, and securities being issued

8. Regulatory Compliance: Compliance with Belgian financial regulations and EU directives

9. Notices: Communication procedures between parties

10. Confidentiality: Protection of confidential information exchanged

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Multiple Closings: Procedures for multiple subscription closings if the placement occurs in tranches

2. Transfer Restrictions: Specific limitations on transfer of securities, if applicable

3. Tag-Along Rights: Rights of subscribers to participate in future sales, if offered

4. Tax Matters: Specific tax-related provisions and obligations

5. Information Rights: Subscriber's rights to receive company information post-investment

6. Anti-Dilution Protection: Protection against dilution of investment, if offered

7. Registration Rights: Rights regarding future registration of securities, if applicable

8. KYC Requirements: Detailed know-your-customer requirements if not covered in main representations

Suggested Schedules

1. Subscription Form: Form detailing subscription specifics including number of securities and payment details

2. Investor Questionnaire: Form to verify investor qualification and eligibility

3. Securities Description: Detailed description of the securities being offered

4. Company Information: Key information about the issuer and its business

5. Risk Factors: Detailed description of investment risks

6. Privacy Notice: GDPR-compliant privacy notice regarding handling of subscriber information

7. Payment Instructions: Detailed banking and payment information

8. KYC Documentation Requirements: List of required documentation for regulatory compliance

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

Financial Services

Technology

Real Estate

Healthcare

Renewable Energy

Manufacturing

Biotechnology

Infrastructure

Private Equity

Venture Capital

Relevant Teams

Legal

Compliance

Finance

Treasury

Corporate Development

Risk Management

Investment

Corporate Secretariat

Due Diligence

Regulatory Affairs

Relevant Roles

Chief Legal Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Investment Manager

Corporate Secretary

Finance Director

Private Equity Manager

Investment Banker

Due Diligence Officer

Risk Manager

Treasury Manager

Corporate Development Director

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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