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A Stock Agreement lays out the rules and conditions for buying, selling, or transferring company shares between shareholders in Belgian companies. It spells out key terms like share pricing, transfer restrictions, and voting rights, helping prevent future disputes and protecting both majority and minority shareholders.

Under Belgian corporate law, these agreements play a crucial role in privately-held companies and startups, where they often include specific provisions like drag-along rights, tag-along rights, and pre-emptive rights. They work alongside the company's articles of association to create a clear framework for share ownership and maintain smooth business operations.

Create a Stock Agreement when starting a new company in Belgium or bringing new shareholders into an existing business. This agreement becomes essential during key moments like founding a startup, expanding ownership, or setting up employee share schemes - especially when multiple investors or stakeholders are involved.

The timing often aligns with major business changes: before closing investment rounds, when planning succession, or during business restructuring. Belgian companies typically put these agreements in place before any share transfers occur, as they're much harder to negotiate once ownership disputes arise. Having clear rules from the start helps avoid costly conflicts and protects everyone's interests.

• Stock Issuance Agreement: Governs the initial release of new shares to investors or employees
• Stock Transfer Contract: Handles the sale or transfer of existing shares between parties
• Stock Repurchase Agreement: Details how a company can buy back its shares from shareholders
• Phantom Equity Agreement: Provides bonus payments tied to company value without actual share ownership
• Stock Borrowing Agreement: Enables temporary share transfers, often used in market-making activities

• Company Founders: Create initial Stock Agreements to establish ownership rights and responsibilities when setting up their Belgian business
• Corporate Lawyers: Draft and review agreements to ensure compliance with Belgian company law and protect client interests
• Shareholders: Sign and follow these agreements, which define their rights, voting powers, and share transfer restrictions
• Board Members: Oversee and approve stock-related decisions within the framework set by these agreements
• Investment Firms: Negotiate specific terms when buying into companies, often requiring customized shareholder protections
• Company Secretaries: Maintain and update stock records, ensuring compliance with agreement terms

• Company Details: Gather accurate corporate information, including registration number, registered office, and current shareholding structure
• Share Specifics: Document the number, class, and value of shares involved in the agreement
• Stakeholder Information: Collect full legal names and details of all participating shareholders
• Transfer Rules: Define clear conditions for selling or transferring shares, including pre-emption rights
• Voting Rights: Specify decision-making processes and majority requirements
• Exit Provisions: Include tag-along and drag-along rights, plus valuation methods for share sales
• Compliance Check: Verify alignment with Belgian corporate law and your company's articles of association

• Party Identification: Full legal names, addresses, and roles of all shareholders and the company
• Share Details: Precise description of share types, quantities, and nominal values
• Transfer Mechanisms: Clear procedures for share transfers, including pre-emption rights and valuation methods
• Voting Rights: Detailed explanation of voting procedures and majority requirements
• Governance Rules: Board composition, meeting procedures, and decision-making processes
• Exit Provisions: Tag-along, drag-along rights, and procedures for company sale
• Dispute Resolution: Belgian court jurisdiction and applicable law references
• Termination Terms: Conditions and procedures for agreement termination or modification

A Stock Agreement differs significantly from a Stock Option Agreement in several key ways. While both deal with company equity, they serve distinct purposes in Belgian corporate law and are used in different scenarios.

• Basic Purpose: Stock Agreements govern existing share ownership and transfers, while Stock Option Agreements grant the right to purchase shares at a future date
• Timing of Rights: Stock Agreements create immediate ownership rights and obligations, whereas Option Agreements defer actual share acquisition until exercise
• Legal Complexity: Stock Agreements typically require more extensive terms covering current shareholder relationships, while Option Agreements focus mainly on future purchase conditions
• Target Users: Stock Agreements are used between current shareholders, while Option Agreements often serve as employee incentives or investment tools
• Tax Implications: Each agreement type triggers different tax consequences under Belgian law, particularly regarding timing of tax liability and valuation methods