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A Disclosure Letter accompanies a major contract or transaction to reveal important facts, risks, and exceptions that might affect the deal. In Belgian business practice, it protects sellers by documenting everything they've told buyers about potential issues, from pending lawsuits to environmental concerns.

Think of it as a safety net that lets sellers be completely open with buyers while limiting their liability under Belgian contract law. When problems come up later, buyers can't claim they weren't warned if the issue was properly disclosed. These letters have become especially crucial in mergers and acquisitions across the Benelux region, where transparency requirements keep getting stricter.

Use a Disclosure Letter whenever you're selling a business or entering a major commercial contract in Belgium. It's essential during mergers and acquisitions, especially when the buyer's due diligence reveals potential issues that need clear documentation. The letter becomes your shield against future claims by establishing what the buyer knew before closing.

Timing matters - prepare this letter during final negotiations, after due diligence but before signing the main agreement. Belgian courts give significant weight to properly disclosed information, so detail everything from ongoing disputes to regulatory compliance gaps. This protection becomes particularly valuable in regulated sectors like financial services, healthcare, and manufacturing.

• General Disclosure Letters: Used in standard M&A deals, covering basic company information, financials, and legal matters
• Supplemental Disclosure Letters: Add new information discovered after the initial disclosure, common in complex transactions
• Industry-Specific Letters: Tailored for regulated sectors like banking or pharmaceuticals, with detailed compliance sections
• Asset-Focused Letters: Concentrate on specific property or equipment sales, emphasizing physical conditions and maintenance
• Employment-Related Letters: Detail staff contracts, collective agreements, and social security compliance under Belgian labor law

• Sellers: Create and sign the Disclosure Letter to reveal known issues and protect themselves from future claims
• Corporate Lawyers: Draft and review the letter, ensuring it meets Belgian legal requirements and properly shields their clients
• Buyers: Review disclosures carefully before finalizing transactions, often with help from their advisory team
• Due Diligence Teams: Use the letter to cross-reference findings and validate disclosed information
• Company Directors: Verify accuracy of disclosures and often sign off as part of their governance duties

• Company Records: Collect all corporate documents, financial statements, and material contracts from the past 5 years
• Due Diligence Findings: Review buyer's questions and investigation results to identify required disclosures
• Legal Issues: List ongoing litigation, regulatory matters, and compliance gaps under Belgian law
• Supporting Evidence: Gather documentation that backs up each disclosure, organizing by topic
• Draft Review: Our platform helps structure your Disclosure Letter properly, ensuring all critical elements are included
• Internal Verification: Have department heads confirm accuracy of disclosures in their areas

• Identification Section: Names and details of all parties, transaction reference, and date of disclosure
• Scope Statement: Clear definition of what the letter covers under Belgian contract law
• General Disclosures: Standard exceptions applying to all warranties in the main agreement
• Specific Disclosures: Detailed exceptions organized by warranty number or topic
• Data Privacy Notice: GDPR compliance statement for personal information handling
• Authentication: Signature blocks, witness requirements, and company seal where needed
• Appendices: Supporting documents referenced in the disclosures

A Disclosure Letter differs significantly from a Disclosure Agreement in both purpose and timing. While both documents deal with sharing sensitive information, they serve distinct legal functions under Belgian law.

• Purpose and Scope: Disclosure Letters reveal specific facts about a business during a transaction, while Disclosure Agreements set rules for handling confidential information in ongoing relationships
• Timing of Use: A Disclosure Letter comes near the end of negotiations, documenting known issues before closing. A Disclosure Agreement typically starts at the beginning of discussions
• Legal Protection: Disclosure Letters protect sellers from future claims about disclosed issues. Disclosure Agreements protect both parties' confidential information through mutual obligations
• Duration: Disclosure Letters remain relevant mainly for warranty periods after a transaction. Disclosure Agreements often continue for years, with ongoing confidentiality duties