The Stock Issuance Agreement is a fundamental document used when a Belgian company wishes to issue new shares to investors, existing shareholders, or employees. It serves as the primary legal instrument documenting the terms and conditions under which new shares are created and issued, ensuring compliance with the Belgian Code of Companies and Associations. This agreement is typically used during capital raises, employee stock programs, or strategic investments, and must adhere to specific Belgian corporate law requirements regarding share issuance, including notarization requirements for certain types of companies. The document contains essential information about the share class, voting rights, dividend rights, and any transfer restrictions, while also addressing regulatory compliance, tax implications, and shareholder rights under Belgian law.
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1. Parties: Identification of the issuing company and the subscriber(s), including registration details and authorized representatives
2. Background: Context of the issuance, including corporate approvals and capital structure
3. Definitions: Key terms used throughout the agreement
4. Share Issuance Details: Specific details of shares being issued, including class, number, and nominal value
5. Subscription Price and Payment: Terms of payment, including amount, method, and timing
6. Representations and Warranties: Statements by both parties regarding their capacity, authority, and compliance
7. Closing Conditions: Prerequisites that must be met before share issuance
8. Closing Mechanics: Procedure for completing the share issuance
9. Registration and Share Certificate: Process for registering new shares and issuing certificates
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction
12. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Pre-emptive Rights: Required when existing shareholders have pre-emptive rights that need to be addressed
2. Lock-up Period: Include when transfer restrictions apply to newly issued shares
3. Anti-dilution Provisions: Include for protection against future dilutive issuances
4. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
5. Employee-Specific Provisions: Required when shares are issued as part of employee compensation
6. Shareholder Agreement Adherence: Include when subscribers must adhere to an existing shareholder agreement
7. Tax Provisions: Specific tax treatment and obligations when relevant
8. Regulatory Compliance: Include for listed companies or when specific regulatory requirements apply
1. Corporate Authorizations: Copies of board and shareholder resolutions approving the issuance
2. Share Certificate Template: Form of share certificate to be issued
3. Subscription Form: Official form for share subscription
4. Payment Details: Bank account and payment instruction details
5. Shareholders' Register Extract: Current state of shareholding pre-issuance
6. Closing Checklist: List of documents and actions required for closing
7. Articles of Association: Current articles of association of the issuing company
8. KYC Requirements: List of required know-your-customer documentation
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