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A Stock Purchase Agreement spells out the terms and conditions when buying or selling shares in a Belgian company. It's the key legal contract that protects both buyers and sellers by clearly stating the price per share, payment terms, and when ownership will transfer.

Under Belgian corporate law, this agreement must include specific warranties about the company's financial health, any existing liabilities, and compliance with local regulations. It also typically covers important details like confidentiality requirements, what happens if the deal falls through, and how disputes will be resolved through Belgian courts or arbitration.

You need a Stock Purchase Agreement any time you're buying or selling shares in a Belgian company. This includes private equity deals, business succession planning, or when bringing new investors into your company. The agreement becomes essential when transferring significant ownership stakes or during complex multi-party transactions.

Time this agreement early in your negotiations, ideally before making any binding commitments. Belgian law requires specific disclosures and warranties, so having this agreement in place protects both parties from future disputes and ensures compliance with corporate governance requirements, especially for regulated industries or cross-border transactions.

• Share Sell Agreement: Streamlined version focused on straightforward share transfers between private parties, typically used for smaller transactions or single-seller scenarios
• Share Sale Purchase Agreement: More comprehensive format for complex transactions, including detailed warranties, representations, and post-closing obligations, often used in larger corporate deals or when multiple sellers are involved

• Company Shareholders: Current owners selling their shares or stakes in Belgian companies, from small business owners to major stockholders
• Investors: Individual or institutional buyers acquiring company shares, including private equity firms, venture capitalists, or strategic corporate buyers
• Corporate Lawyers: Draft and review Stock Purchase Agreements to ensure compliance with Belgian corporate law and protect their clients' interests
• Company Directors: Oversee and approve share transfers, ensuring alignment with company strategy and governance requirements
• Financial Advisors: Guide valuation processes and structure deal terms to optimize tax implications under Belgian regulations

• Company Details: Gather accurate corporate information, including registration numbers, registered office address, and current shareholding structure
• Share Information: Document the exact number and class of shares being transferred, along with the agreed price per share
• Due Diligence: Review company financial statements, existing shareholder agreements, and any transfer restrictions in the articles of association
• Payment Terms: Define the payment schedule, including any escrow arrangements or earnout provisions
• Compliance Check: Verify all required Belgian corporate approvals and regulatory notifications are identified and planned

• Party Details: Full legal names, addresses, and registration numbers of both buyer and seller
• Share Description: Precise details of shares being transferred, including class, number, and percentage of total capital
• Purchase Price: Clear statement of price per share and total consideration, including payment terms and methods
• Warranties: Standard Belgian corporate warranties about share ownership, company status, and financial condition
• Conditions Precedent: Required approvals, notifications, and corporate actions before closing
• Governing Law: Explicit reference to Belgian law and jurisdiction for dispute resolution

A Stock Purchase Agreement differs significantly from an Asset Purchase Agreement in both scope and legal implications under Belgian law. While both facilitate business transactions, they serve distinct purposes and carry different tax and liability consequences.

• Transaction Object: Stock Purchase Agreements transfer company ownership through shares, while Asset Purchase Agreements deal with specific business assets, equipment, or property
• Liability Transfer: Stock purchases automatically transfer all company liabilities to the buyer, whereas asset purchases allow buyers to select specific assets and exclude unwanted liabilities
• Tax Implications: Share transfers in Belgium often enjoy more favorable tax treatment compared to asset sales, which may trigger VAT and transfer taxes
• Due Diligence Scope: Stock purchases require comprehensive company-wide due diligence, while asset purchases focus only on the specific assets being transferred