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A Subscription Agreement lets investors buy shares or other securities in a Belgian company, setting out the key terms of their investment. It spells out how many shares they'll receive, at what price, and when the purchase will happen. Think of it as the formal handshake between a company raising capital and its new investors.

Under Belgian corporate law, these agreements play a vital role in private placements and capital increases. They protect both parties by clearly documenting important details like investor warranties, payment conditions, and any specific rights attached to the shares. Companies often use them alongside a shareholders' agreement to create a complete investment framework.

Use a Subscription Agreement when your Belgian company needs to bring in new investors or raise additional capital through share offerings. This becomes essential during funding rounds, private placements, or when expanding your shareholder base - especially for startups and growing businesses seeking investment.

The agreement proves particularly valuable when dealing with multiple investors simultaneously or when the investment terms need specific documentation. Belgian companies must use it for any formal share subscription process, as it helps comply with Company Code requirements and provides clear evidence of the transaction terms, protecting both the company and its investors.

• Simple Share Subscription Agreement: Basic version for straightforward investments, typically used by smaller Belgian companies with single investors
• Complex Investment Subscription Agreement: Detailed version with extensive warranties and conditions, common in venture capital deals
• Convertible Note Subscription Agreement: Specialized format for debt that converts to equity, popular with Belgian startups
• Series Investment Subscription Agreement: Comprehensive version for larger funding rounds with multiple investor classes
• Employee Share Subscription Agreement: Simplified format for employee stock purchase plans, aligned with Belgian labor laws

• Company Directors: Responsible for approving and executing the Subscription Agreement on behalf of the Belgian company issuing shares
• Investors: Individual or institutional parties purchasing shares, who must review and sign the agreement
• Corporate Lawyers: Draft and review agreements to ensure compliance with Belgian corporate law and protect client interests
• Financial Advisors: Guide parties on investment terms and valuation aspects
• Company Secretary: Manages documentation and ensures proper registration with Belgian authorities
• Notaries: Required for authenticating certain types of share subscriptions under Belgian law

• Company Details: Gather current articles of association, shareholder registry, and corporate authorizations
• Investment Terms: Document share price, number of shares, and payment conditions
• Investor Information: Collect identification details and proof of funds from all participating investors
• Existing Agreements: Review any shareholders' agreements or prior subscription agreements
• Board Approval: Secure necessary corporate resolutions authorizing the share issuance
• Documentation: Use our platform to generate a legally compliant Belgian Subscription Agreement template
• Timing: Plan for notarial deed requirements and registration deadlines

• Party Information: Full legal names, addresses, and registration details of company and investors
• Share Details: Precise description of shares, including class, number, and price per share
• Payment Terms: Clear payment conditions, deadlines, and bank account details
• Representations: Company warranties about share status and investor declarations on funds origin
• Closing Conditions: Specific requirements before shares can be issued
• Governing Law: Explicit reference to Belgian law and jurisdiction
• Signature Block: Proper execution format following Belgian corporate requirements
• Notarial Requirements: Provisions for cases requiring authentic deed

A Subscription Agreement differs significantly from a Bond Purchase Agreement in several key aspects, though both deal with investment in a company. Let's explore the main differences to help you choose the right document for your situation.

• Nature of Investment: Subscription Agreements deal with equity (shares) ownership, making the investor a shareholder with voting rights and dividend claims. Bond Purchase Agreements involve debt instruments, where investors become creditors with fixed interest payments.
• Legal Requirements: Under Belgian law, share subscriptions often require notarial deeds and corporate registry updates, while bond purchases typically don't.
• Duration and Exit: Share subscriptions create permanent ownership (until sold), while bonds have fixed maturity dates and repayment terms.
• Risk Profile: Shareholders face higher risk but potential unlimited upside, whereas bondholders have priority in repayment but limited returns.