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An Offering Memorandum is a detailed document that private companies use when raising capital through securities offerings in Belgium. It outlines key business information, financial data, and investment terms to help qualified investors make informed decisions. Unlike a public prospectus, it's used for private placements under Belgian financial regulations.

Under FSMA guidelines, these memoranda must include risk factors, company background, management details, and financial projections. They're particularly important for Belgian SMEs seeking growth capital, as they provide legal protection for both issuers and investors while maintaining confidentiality. The document typically follows strict disclosure requirements while avoiding the full regulatory burden of public offerings.

Private companies in Belgium need an Offering Memorandum when raising capital without going public. This document becomes essential for transactions like private equity investments, venture capital rounds, or when selling securities to qualified investors. It's particularly valuable for growing businesses seeking €1-50 million in funding while avoiding the complexities of public offerings.

The FSMA requires this detailed disclosure document for private placements exceeding certain thresholds. Companies must prepare it before approaching potential investors, especially when dealing with institutional buyers or high-net-worth individuals. Using an Offering Memorandum helps protect both the company and its investors by ensuring full transparency about risks and opportunities.

• Preliminary Offering Memorandum: Initial draft used for early investor discussions, containing provisional terms and conditions
• Confidential Private Offering Memorandum: Detailed version with strict confidentiality provisions for select investors
• Offering Memorandum Private Equity: Specialized format for private equity transactions with extensive financial projections
• Placement Memorandum: Focused on institutional investors with specific placement terms
• Investment Memorandum: Simplified version for smaller private placements with basic investment terms

• Issuing Companies: Belgian private businesses preparing to raise capital create and distribute the Offering Memorandum to potential investors
• Corporate Lawyers: Draft and review the document to ensure FSMA compliance and protect the company's interests
• Investment Banks: Often coordinate the offering process and help structure the memorandum for optimal market reception
• Qualified Investors: Professional and institutional investors who receive and evaluate the memorandum before making investment decisions
• Financial Advisors: Help prepare financial projections and validate business information included in the document
• FSMA Officials: Monitor compliance with private placement regulations and review memoranda when necessary

• Business Overview: Compile detailed company history, business model, market position, and competitive advantages
• Financial Data: Gather three years of financial statements, cash flow projections, and current capitalization tables
• Risk Assessment: Document market risks, operational challenges, and regulatory considerations specific to your industry
• Management Details: Collect executive biographies, organizational structure, and key employee information
• Investment Terms: Define security type, pricing, minimum investment amounts, and use of proceeds
• Legal Review: Verify FSMA compliance requirements and private placement restrictions
• Document Assembly: Use our platform to generate a compliant memorandum structure with all required sections

• Executive Summary: Clear overview of the investment opportunity and key terms of the offering
• Risk Disclosures: Comprehensive list of business, market, and investment risks as per FSMA guidelines
• Company Information: Legal structure, ownership, history, and business operations in Belgium
• Financial Statements: Audited accounts, projections, and use of proceeds following Belgian GAAP
• Securities Description: Detailed terms, rights, and restrictions of offered securities
• Subscription Process: Clear instructions for investment participation and payment procedures
• Privacy Notice: GDPR-compliant data handling procedures and investor information protection
• Governing Law: Explicit statement of Belgian law application and jurisdiction

An Offering Memorandum differs significantly from a Memorandum of Association in both purpose and legal context. While both are foundational business documents in Belgium, they serve distinct functions in corporate governance and capital raising.

• Purpose and Timing: An Offering Memorandum is used for specific fundraising events, while a Memorandum of Association establishes the company's existence and basic structure
• Legal Requirements: Offering Memoranda follow FSMA private placement rules, whereas Memoranda of Association must comply with Belgian Company Code fundamentals
• Content Scope: Offering Memoranda detail investment terms and business projections, while Memoranda of Association outline corporate structure and basic governance
• Target Audience: Offering Memoranda target potential investors, while Memoranda of Association serve as public registration documents
• Modification Process: Offering Memoranda can be updated for each funding round, but Memoranda of Association require formal amendments through notarial deeds