The Basic Shareholder Agreement is a crucial document used when establishing or formalizing the relationship between shareholders in a Belgian company. It is particularly relevant for companies with multiple shareholders who need to clearly define their rights, obligations, and procedures for share ownership and transfer. This agreement, governed by Belgian law and compliant with the Belgian Code of Companies and Associations, typically comes into play during company formation, when new shareholders join, or when existing shareholders wish to formalize their arrangements. The Basic Shareholder Agreement includes essential provisions for corporate governance, share transfers, voting rights, and dispute resolution, while providing flexibility to accommodate future changes in shareholding structure. It serves as a foundational document that helps prevent potential conflicts and ensures smooth operation of shareholder relations.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company information and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Share Capital and Shareholders: Details of share capital structure and current shareholdings
5. Transfer Restrictions: Limitations and conditions on the transfer of shares
6. Pre-emption Rights: Rights of existing shareholders to purchase shares before they can be sold to third parties
7. Management and Decision Making: Governance structure and decision-making processes
8. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings
9. Information Rights: Shareholders' rights to company information and financial reports
10. Confidentiality: Obligations regarding confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. General Provisions: Standard legal provisions including notices, governing law, and jurisdiction
1. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares
3. Anti-dilution Provisions: Protection against dilution of shareholding in case of new share issuance
4. Dividend Policy: Specific agreements on distribution of profits
5. Non-Competition and Non-Solicitation: Restrictions on competitive activities and hiring of employees
6. Dead-lock Resolution: Procedures for resolving situations where shareholders cannot reach agreement
7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
8. Intellectual Property Rights: Provisions regarding ownership and use of company IP
1. Schedule 1 - Details of the Company: Complete corporate information including registration details
2. Schedule 2 - Current Shareholdings: Detailed breakdown of current share ownership
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Share Transfer Procedures: Detailed procedures for implementing share transfers
5. Schedule 5 - Deed of Adherence: Form for new shareholders to sign up to the agreement
6. Schedule 6 - Valuation Methods: Agreed methods for valuing shares in various circumstances
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