Ƶ

Private Equity Shareholders Agreement Template for Belgium

A comprehensive legal agreement governed by Belgian law that establishes the rights, obligations, and relationships between shareholders in a private equity investment context. The document incorporates specific provisions required under the Belgian Companies and Associations Code while addressing key aspects such as corporate governance, share transfer restrictions, exit mechanisms, and investor protections. It includes detailed provisions for board composition, reserved matters, pre-emption rights, and tag-along/drag-along provisions, all structured within the Belgian legal framework and considering EU regulations where applicable.

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Get template free

Your data doesn't train Genie's AI

You keep IP ownership of your docs

4.6 / 5
4.6 / 5
4.8 / 5

What is a Private Equity Shareholders Agreement?

The Private Equity Shareholders Agreement is a crucial document used in Belgian private equity transactions to establish the legal framework governing the relationship between investors, existing shareholders, and the company. It becomes necessary when a private equity fund makes a significant investment in a Belgian company, whether through primary shares, secondary purchases, or a combination thereof. The agreement must comply with Belgian corporate law, particularly the Companies and Associations Code, while incorporating market-standard PE provisions. It typically includes detailed sections on governance rights, share transfer restrictions, exit mechanisms, and investor protections, along with specific Belgian law requirements regarding shareholder rights and corporate governance. The document serves as the primary reference point for managing shareholder relationships throughout the investment period and eventual exit.

What sections should be included in a Private Equity Shareholders Agreement?

1. Parties: Identification of all shareholders, including the private equity investor(s), founding shareholders, and any other parties to the agreement

2. Background: Context of the investment, company history, and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Capital Structure: Details of share classes, rights attached to shares, and capitalization table

5. Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure

6. Reserved Matters: List of decisions requiring special majority or PE investor approval

7. Share Transfer Restrictions: Limitations on transfer of shares, including lock-up periods and permitted transfers

8. Pre-emption Rights: Process and rights for existing shareholders to purchase new shares or transferring shares

9. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders

10. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in a sale

11. Exit Provisions: Mechanisms and timing for exit, including IPO and trade sale provisions

12. Information Rights: Reporting obligations, access to information, and audit rights

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

14. Confidentiality: Provisions regarding confidential information and public announcements

15. Term and Termination: Duration of the agreement and circumstances for termination

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices

What sections are optional to include in a Private Equity Shareholders Agreement?

1. Anti-Dilution Protection: Protection for investors against future down rounds, used when there's significant risk of dilution

2. Preferred Return: Specific return mechanisms for preferred shareholders, used when different classes of shares are issued

3. Management Incentive Plan: Framework for employee share schemes, used when management incentivization is part of the deal

4. Put Option Rights: Right to force company/other shareholders to buy shares, used in deals with specific exit guarantees

5. Call Option Rights: Right to force sale of shares by other shareholders, used in deals requiring future consolidation

6. Dead-Lock Resolution: Mechanisms to resolve shareholder disputes, used in 50/50 joint ventures

7. Ratchet Provisions: Performance-based adjustment of equity stakes, used in deals with significant growth expectations

8. ESG Provisions: Environmental, Social and Governance requirements, used when ESG compliance is crucial

9. FATCA Compliance: US tax reporting compliance provisions, used when US investors are involved

What schedules should be included in a Private Equity Shareholders Agreement?

1. Schedule 1: Details of the Company: Company registration details, share capital, and current directors

2. Schedule 2: Capitalization Table: Detailed breakdown of shareholding pre and post-investment

3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring special approval

4. Schedule 4: Business Plan: Agreed business plan and financial projections

5. Schedule 5: Initial Budget: Approved budget for the initial period post-investment

6. Schedule 6: Management Accounts: Format and content requirements for management accounts

7. Schedule 7: Deed of Adherence: Template for new shareholders joining the agreement

8. Schedule 8: Anti-Money Laundering Requirements: AML documentation and compliance requirements

9. Schedule 9: Key Performance Indicators: Agreed KPIs for monitoring company performance

10. Appendix A: Board Rules: Detailed rules governing board operations and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Publisher

Ƶ

Cost

Free to use

Find the exact document you need

Private Equity Partnership Agreement

Belgian law-governed agreement establishing a private equity partnership structure, defining partner relationships, investments, and governance framework.

Download

Financial Advisor Agreement

Belgian law-governed agreement establishing the terms and conditions for financial advisory services, compliant with FSMA requirements and MiFID II.

Download

Investment Deed

A Belgian law-governed document that formalizes investment terms and conditions, establishing rights and obligations between investors and the recipient company.

Download

Investment Protection Agreement

Belgian law-governed agreement establishing investment protection framework and mechanisms for investor rights, obligations, and dispute resolution.

Download

Bilateral Investment Agreement

Belgian law-governed agreement establishing investment protection and promotion framework between two countries, incorporating domestic and EU legal requirements.

Download

Private Investment Contract

Belgian law-governed agreement establishing terms and conditions for private investment, including investor rights and company obligations.

Download

Shareholders Agreement And Share Subscription Agreement

A Belgian law-governed agreement combining share subscription terms and shareholders' rights and obligations, establishing the framework for corporate investment and ongoing shareholder relationships.

Download

Purchase Of Shares Agreement

Belgian law-governed agreement for the sale and purchase of company shares, detailing transaction terms and conditions under Belgian corporate regulations.

Download

Memorandum Of Agreement For Investment

A Belgian-law governed agreement establishing terms and conditions for corporate investment, detailing investment structure, rights, and obligations of all parties.

Download

Loss Share Agreement

A Belgian law-governed agreement establishing terms for sharing losses between multiple parties in financial or commercial transactions.

Download

Investment Mandate Agreement

Belgian law-governed agreement establishing terms for discretionary investment management services, compliant with local financial regulations and EU directives.

Download

International Investment Agreement

Belgian law-governed agreement establishing terms and protections for foreign investment in Belgium, incorporating domestic and EU regulatory requirements.

Download

Agreement For Transfer Of Shares

A Belgian law-governed agreement that documents and effectuates the transfer of company shares between parties, outlining all essential terms and conditions of the transaction.

Download

Hedge Fund Subscription Agreement

A Belgian law-governed agreement establishing the terms for investor subscription to a hedge fund, ensuring compliance with Belgian and EU financial regulations.

Download

Preferred Equity Agreement

Belgian law-governed agreement establishing terms for preferred equity issuance, including shareholder rights and investment conditions.

Download

Real Estate Investment Partnership Agreement

Belgian law-governed agreement establishing a partnership structure for real estate investment activities, defining partner relationships and operational framework.

Download

Bond Repurchase Agreement

Belgian law-governed agreement establishing framework for bond repurchase transactions between financial institutions, compliant with Belgian and EU financial regulations.

Download

Share Purchase Agreement And Shareholders Agreement

A Belgian law-governed agreement combining share purchase terms and ongoing shareholder arrangements for company ownership and governance.

Download

Private Equity Shareholders Agreement

Belgian law-governed shareholders agreement establishing rights and obligations between private equity investors and other shareholders, including governance and exit provisions.

Download

Investment Club Partnership Agreement

A Belgian law-governed agreement establishing an investment club partnership, defining member rights, investment terms, and operational procedures.

Download

Stock Agreement

A Belgian law-governed agreement detailing the terms and conditions for the sale and purchase of company shares, ensuring compliance with Belgian corporate regulations.

Download

Friends And Family Investment Agreement

Belgian law-governed agreement formalizing investment arrangements between family members or friends and business owners, including investment terms and mutual protections.

Download

Investment Commitment Agreement

A Belgian law-governed agreement establishing terms and conditions for capital investment, including investment structure, execution terms, and parties' rights and obligations.

Download

Subscription Agreement Private Placement

A Belgian law-governed agreement documenting an investor's subscription for securities in a private placement, complying with Belgian financial regulations and EU directives.

Download

Startup Investment Agreement

Belgian law-governed agreement setting out terms and conditions for startup investment, including share allocation, investor rights, and governance provisions.

Download

Investment Guarantee Agreement

A Belgian law agreement establishing investment guarantee terms and conditions, providing security and risk mitigation for investment transactions.

Download

Equity Commitment Agreement

A Belgian law-governed agreement establishing the terms for equity investment commitment, including investment amount, conditions, and closing mechanics.

Download

Stock Loan Agreement

A Belgian law-governed agreement establishing terms for securities lending transactions between financial institutions, including collateral arrangements and regulatory compliance requirements.

Download

Share Lending Agreement

Belgian law-governed Share Lending Agreement establishing terms for temporary transfer of shares between parties, with associated collateral and fee arrangements.

Download

Private Equity Agreement

Belgian law-governed agreement establishing terms and conditions for private equity investment, including investment structure, shareholder rights, and governance mechanisms.

Download

Real Estate Investment Agreement

Belgian law-governed agreement structuring real estate investment terms, conditions, and parties' rights and obligations in property investment transactions.

Download

Convertible Note Purchase Agreement

A Belgian law-governed agreement for issuing convertible notes that can transform into company equity, detailing investment terms and conversion rights.

Download

Investment Advisory Agreement

Belgian law-governed agreement establishing terms for investment advisory services, compliant with local financial regulations and MiFID II.

Download

Stock Buyback Agreement

Belgian law-governed agreement setting out terms for a company's repurchase of its own shares, ensuring compliance with BCAC and EU regulations.

Download

Investment Loan Agreement

Belgian law-governed agreement setting out terms and conditions for investment financing between a lender and borrower, including loan terms, security arrangements, and compliance requirements.

Download

Stock Swap Agreement

A Belgian law-governed agreement facilitating the exchange of shares between parties, detailing exchange terms, valuations, and regulatory compliance requirements.

Download

Investment Partnership Agreement

Belgian law-governed agreement establishing an investment partnership, defining terms for capital contributions, management, and profit sharing.

Download

Equity Investment Agreement

Belgian law-governed agreement detailing terms and conditions for equity investment in a company, including share allocation, shareholder rights, and investor protections.

Download

Share Subscription Agreement

A Belgian law-governed agreement documenting terms and conditions for the subscription of newly issued shares in a company, subject to the Belgian Code of Companies and Associations.

Download

Investment And Shareholders Agreement

A Belgian law-governed agreement documenting investment terms and establishing ongoing shareholder relationships, including governance, rights, and obligations of all parties.

Download
See more related templates

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it