The Transfer of Shares Agreement is a fundamental document used in Belgian corporate transactions to formalize the sale and purchase of company shares. It is essential when transferring ownership in private and public companies, though specific requirements may vary. The agreement must comply with the Belgian Code of Companies and Associations and consider tax implications, corporate governance requirements, and financial regulations. This document is particularly important as it not only transfers legal ownership but also establishes the rights and obligations of both parties, including warranties about the company's condition, indemnities for potential liabilities, and mechanisms for price adjustments. It requires careful consideration of Belgian corporate law requirements, including specific formalities for share transfers, and often involves coordination with notaries for certain types of companies.
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1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including description of the Company and rationale for the transfer
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Any conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Actions parties must take between signing and completion
7. Completion: Mechanics of closing, including timing, location, and actions to be taken
8. Seller's Warranties: Standard warranties regarding title to shares, company status, and business operations
9. Tax Warranties and Indemnities: Specific warranties and indemnities relating to tax matters
10. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims
11. Confidentiality: Obligations regarding transaction confidentiality and company information
12. Announcements: Requirements for public statements about the transaction
13. Further Assurance: Obligation to take additional steps necessary to effect the transfer
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Confirmation of Belgian law and jurisdiction
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Non-competition and Non-solicitation: Include when sellers need to be restricted from competing or poaching employees
3. Transitional Services: Include when seller will provide services to company post-completion
4. Escrow Arrangements: Include when part of purchase price will be held in escrow
5. Management Arrangements: Include when there are specific arrangements for ongoing management
6. Intellectual Property Rights: Include when IP is a crucial asset requiring specific provisions
7. Data Protection: Include when personal data processing is material to the business
8. Employee Matters: Include when specific employee-related provisions are needed
9. Real Estate Matters: Include when company has significant real estate holdings
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
2. Shares Being Transferred: Detailed description of shares including share certificates numbers
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Disclosure Letter: Seller's disclosures against the warranties
6. Properties: List and details of company's real estate
7. Intellectual Property: List of IP rights owned or licensed by the company
8. Material Contracts: Summary of key commercial contracts
9. Employee Information: Details of key employees and their terms of employment
10. Completion Accounts: Format and principles for any completion accounts
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