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A Share subscription deed is a legally binding agreement that details how new shares will be issued by a Belgian company to investors. It sets out the key terms of the share purchase, including the number of shares, price per share, and payment conditions. In Belgium, these deeds must comply with the Code of Companies and Associations (CCA) requirements for capital increases.

Beyond the basic share details, the deed covers important protections like warranties, representations from both parties, and specific closing conditions. It plays a crucial role in Belgian startups and growing companies seeking to raise capital, as it provides legal certainty for both the company issuing shares and the investors subscribing to them.

Use a Share subscription deed anytime your Belgian company plans to issue new shares to investors. This document becomes essential during funding rounds, particularly when bringing in new shareholders or when existing shareholders want to increase their stake. It's especially important for startups seeking seed funding or established companies planning expansion through equity financing.

The deed proves invaluable when structuring complex investment terms, such as staged payments or specific performance conditions. Belgian companies must use it to comply with CCA requirements during capital increases, protect both parties' interests, and create clear documentation for tax and regulatory purposes. Many investors also require this formal agreement before transferring funds.

• Standard Share Subscription: Basic version for straightforward share issues, typically used for smaller investments with simple terms and conditions
• Staged Investment Deed: Includes milestone-based payment structures and performance conditions for phased capital injection
• Convertible Note Subscription: Combines debt-to-equity conversion rights with specific trigger events and valuation mechanisms
• Preferred Share Subscription: Contains special rights and privileges for strategic investors, including liquidation preferences and anti-dilution provisions
• Employee Share Scheme Deed: Tailored for employee participation programs with vesting schedules and specific Belgian tax considerations

• Company Directors: Sign the Share subscription deed on behalf of the issuing company and ensure compliance with Belgian corporate law requirements
• Investors: Review and execute the deed when purchasing new shares, often negotiating key terms and conditions
• Corporate Lawyers: Draft and validate the deed's content, ensuring it meets CCA requirements and protects all parties' interests
• Notaries: Authenticate the deed and handle required legal formalities for Belgian share capital increases
• Company Secretaries: Maintain corporate records, update shareholder registers, and manage documentation requirements

• Company Details: Gather accurate corporate information, including registration number, registered office, and current share capital structure
• Investment Terms: Document the number of shares, price per share, and total subscription amount clearly
• Subscriber Information: Collect complete details of all investors, including identification documents and proof of authority
• Payment Structure: Define payment timing, bank account details, and any staged payment conditions
• Board Approval: Ensure proper corporate authorization through board re����ֱ��s
• Compliance Check: Verify alignment with Belgian CCA requirements and any industry-specific regulations

• Party Details: Full legal names, addresses, and registration numbers of the company and subscribers
• Share Information: Precise description of shares, including class, rights, and nominal value
• Consideration: Clear statement of subscription price and payment terms
• Warranties: Company representations and subscriber declarations as required by Belgian law
• Conditions: Any prerequisites for share issuance and closing requirements
• Governing Law: Explicit reference to Belgian law and CCA compliance
• Execution Block: Signature spaces for authorized representatives and notarial authentication requirements

A Share subscription deed differs significantly from a Share Purchase Agreement in several key aspects, though both deal with share ownership transfers. Understanding these differences is crucial for Belgian companies and investors to choose the right document for their situation.

• Transaction Type: Share subscription deeds involve the creation and issuance of new shares directly from the company, while Share Purchase Agreements transfer existing shares between shareholders
• Capital Impact: Subscription deeds increase the company's share capital and require formal capital increase procedures under Belgian law; purchase agreements don't affect total capital
• Legal Requirements: Subscription deeds need notarial authentication and CCA compliance for capital increases; purchase agreements typically don't
• Parties Involved: Subscription deeds are between the company and new investors; purchase agreements are between existing and buying shareholders