The Share Transfer Agreement is a crucial document used in Belgian corporate transactions when ownership of company shares needs to be transferred from one party to another. This document is essential for both private and public companies operating under Belgian law, particularly when executing partial or complete ownership changes, corporate restructuring, or investment transactions. The agreement must comply with the Belgian Companies and Associations Code and related regulations, including specific requirements for share transfers, tax implications, and corporate governance. It typically includes detailed provisions about the shares being transferred, purchase price, payment mechanisms, warranties, representations, and completion procedures. The document is particularly important in Belgium's business environment, where international transactions are common and regulatory compliance is strictly enforced.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal details
2. Background: Context of the transaction, including company details and reason for transfer
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Details of when, where, and how the transfer will be completed
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and share status
8. Buyer's Warranties: Warranties from buyer regarding authority and capacity to purchase
9. Tax Matters: Tax obligations and allocations between parties
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including severability and entire agreement
1. Tag-Along Rights: Used when minority shareholders need protection through participation rights in the sale
2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join the sale
3. Non-Compete Provisions: Added when seller restrictions are required post-completion
4. Employee Matters: Needed when the transfer affects employment arrangements
5. Intellectual Property Rights: Required when IP ownership or licenses are relevant to the share transfer
6. Bank Financing: Included when the purchase involves external financing arrangements
7. Break Fee: Added when parties want to specify compensation for failed completion
1. Share Details: Detailed description of shares being transferred including share certificates
2. Company Information: Key details about the company including corporate structure and financial statements
3. Warranties: Detailed warranty provisions and any specific disclosures
4. Encumbrances: List of any existing charges or encumbrances on the shares
5. Required Consents: List of third-party consents required for the transfer
6. Completion Obligations: Detailed list of documents and actions required at completion
7. Pre-Completion Reorganization: Details of any corporate restructuring required before completion
8. Existing Shareholder Agreements: Copies or summaries of relevant shareholder agreements
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