The Shareholders Agreement and Share Subscription Agreement is a fundamental document used in Belgian corporate transactions when new investors are joining a company through the subscription of new shares. It serves two primary purposes: documenting the terms of the share subscription and establishing the ongoing relationships between all shareholders. This document is particularly crucial in private companies, start-ups, and scale-ups seeking investment, as it provides clarity on governance, share transfers, and shareholder rights while ensuring compliance with Belgian corporate law. The agreement needs to align with the Belgian Code of Companies and Associations (BCCA) and typically includes provisions for board composition, reserved matters, transfer restrictions, and exit mechanisms. It's commonly used in venture capital and private equity investments, as well as in family businesses bringing in external investors.
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1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new subscribers
2. Background: Context of the transaction, including company information, purpose of the share subscription, and existing shareholding structure
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Share Subscription: Details of the shares being subscribed, including number, class, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription
6. Warranties and Representations: Warranties given by the company, existing shareholders, and new subscribers
7. Management and Corporate Governance: Board composition, appointment rights, reserved matters, and decision-making processes
8. Shareholders' Rights and Obligations: Voting rights, dividend rights, information rights, and general obligations of shareholders
9. Share Transfer Restrictions: Limitations on transfer of shares, pre-emption rights, and prohibited transfers
10. Exit Provisions: Mechanisms for future sale, IPO provisions, and drag-along rights
11. Confidentiality: Obligations regarding confidential information and company secrets
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
2. Put and Call Options: Optional rights for forced purchase or sale of shares in specific circumstances
3. Anti-Dilution Protection: Optional provisions protecting against dilution in future funding rounds
4. Intellectual Property Rights: Required if company has significant IP assets or shareholders contribute IP
5. Non-Compete and Non-Solicitation: Optional restrictions on shareholders' competitive activities
6. Deadlock Resolution: Optional mechanisms for resolving shareholder disputes, particularly useful in 50/50 ventures
7. Employee Share Scheme: Optional provisions if company plans to implement employee share ownership
8. Dividend Policy: Optional detailed provisions on dividend distribution policy
1. Share Capital and Shareholding Structure: Detailed breakdown of share capital, classes of shares, and shareholding before and after subscription
2. Subscription Details: Specific details of share subscription including payment instructions and timeline
3. Company Information: Key company details including registration number, registered office, and directors
4. Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Deed of Adherence: Template for future shareholders to join the agreement
6. Business Plan: Company's business plan and financial projections
7. Articles of Association: Current or proposed articles of association of the company
8. Warranties Schedule: Detailed warranties given by the company and/or selling shareholders
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