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A Share Purchase Agreement spells out the terms and conditions when buying or selling company shares in Belgium. It's the main legal contract between a share seller and buyer, covering the sale price, payment details, and any special conditions that need to be met before closing the deal.

Under Belgian corporate law, this agreement must include specific warranties about the company's financial health and legal status. It typically covers key elements like share transfer mechanics, representations from both parties, and what happens if things go wrong. For listed companies, additional rules from the Financial Services and Markets Authority (FSMA) may apply to protect investors.

A Share Purchase Agreement becomes essential when you're buying or selling shares in a Belgian company, especially for significant ownership transfers. It's your key safeguard when acquiring shares in private companies, family businesses, or during corporate restructuring.

Belgian law requires this agreement for any major share transfer to document ownership changes and protect both parties' interests. You need it to address specific concerns like non-compete clauses, earn-out provisions, or when dealing with complex regulatory requirements in regulated sectors. It's particularly important for cross-border transactions or when acquiring shares from multiple sellers.

• Company Share Purchase Agreement: Standard format for buying shares in private Belgian companies, covering basic warranties and representations
• Common Stock Purchase Agreement: Simplified version for straightforward share transfers, often used in smaller transactions
• Stock Subscription Agreement: Specifically for new share issues rather than existing share transfers
• Share Sale Agreement: Comprehensive version with detailed warranties for complex transactions
• Share Sale And Purchase Agreement: Enhanced version including both immediate and future transfer provisions

• Share Sellers: Usually existing shareholders, family business owners, or companies divesting their holdings who initiate the Share Purchase Agreement process
• Share Buyers: Corporate investors, private equity firms, or individual entrepreneurs looking to acquire ownership stakes
• Corporate Lawyers: Draft and review agreements, ensure compliance with Belgian corporate law, and protect their clients' interests
• Company Directors: Must approve and sometimes execute the agreement, especially in regulated industries
• Financial Advisors: Help structure deals, determine fair valuation, and advise on tax implications under Belgian law
• Notaries: Required by Belgian law to authenticate certain share transfers and maintain official records

• Company Details: Gather accurate corporate information, including registration numbers, registered office, and current shareholding structure
• Share Information: Document the exact number, class, and nominal value of shares being transferred
• Financial Terms: Define purchase price, payment schedule, and any earn-out mechanisms
• Due Diligence: Review company accounts, contracts, and potential liabilities
• Warranties: List required seller guarantees about company status and operations
• Regulatory Checks: Confirm any sector-specific Belgian regulatory requirements
• Signing Authority: Verify who has legal power to execute the agreement for each party
• Documentation: Prepare supporting documents like board resolutions and share certificates

• Party Details: Full legal names, addresses, and registration numbers of buyer, seller, and company
• Share Description: Precise details of shares being transferred, including class, number, and nominal value
• Purchase Price: Clear statement of consideration and payment terms under Belgian law
• Warranties: Standard Belgian corporate warranties about company status and operations
• Conditions Precedent: Required approvals or actions before completion
• Transfer Mechanics: Process for executing the share transfer under Belgian Company Code
• Governing Law: Explicit reference to Belgian law and jurisdiction
• Notarial Requirements: Provisions for mandatory notarial involvement when required

A Share Purchase Agreement differs significantly from an Asset Purchase Agreement in both scope and legal implications under Belgian law. While both involve business transactions, they serve distinct purposes and require different approaches.

• Transaction Object: Share Purchase Agreements transfer company ownership through shares, while Asset Purchase Agreements deal with specific company assets, equipment, or property
• Liability Transfer: Share purchases automatically include all company liabilities, whereas asset purchases can exclude certain liabilities
• Legal Formalities: Share transfers often require notarial deeds in Belgium, while asset transfers may not
• Tax Implications: Share deals typically attract securities transfer tax, while asset deals involve VAT and registration duties
• Due Diligence: Share purchases require comprehensive company-wide review, while asset purchases focus on specific items being transferred