Shareholders Agreement in Belgium: Template, Key Clauses and Local Law (2026)

A shareholders agreement in Belgium sets out how owners of a company will run it and deal with their shares: who decides what, how shares can move, and what happens in a deadlock or an exit. Since the 2019 company law reform, Belgian companies, especially the BV/SRL, have real freedom to tailor these arrangements. This guide covers the law, the clauses and a workable skeleton. It is general information, not legal advice; confirm a live deal with a Belgian lawyer. ## What law governs a shareholders agreement in Belgium? Company law sits in the Code of Companies and Associations (Wetboek van vennootschappen en verenigingen / Code des societes et des associations, the CCA or WVV), which entered into force on 1 May 2019 and became mandatory for all companies from 1 January 2020. It replaced the old Companies Code and modernised Belgian corporate law. Two company forms matter most for shareholders agreements: - The BV / SRL (the private limited company): highly flexible under the CCA. You can create different classes of shares with differentiated voting, dividend and transfer rights, including multiple voting rights, and tailor transfer restrictions.

• The NV / SA (the public limited company): more structured, but still allows share classes and restrictions, often used for larger or investor-backed companies. A shareholders agreement is a private contract among some or all shareholders, governed by general contract law in Book 5 of the new Civil Code. It binds the parties who sign it but, by itself, does not bind the company or third parties the way the articles of association do. That distinction drives how you draft. ## Shareholders agreement versus articles of association This is the key structural choice in Belgium. The articles of association are public, filed, and bind the company and everyone dealing with it. The shareholders agreement is private and binds only its parties. Some protections work best in the articles (for example, statutory transfer restrictions that must be recorded in the share register to be fully effective against third parties). Others, which the owners want to keep confidential, such as a detailed exit mechanism or founder commitments, usually live in the shareholders agreement. Good practice is to decide, clause by clause, what goes where, and to make sure the two documents do not contradict each other. Where they conflict, the articles generally prevail on company-law matters. ## Key clauses in a Belgian shareholders agreement ### Governance and board Who may appoint directors, reserved matters needing a qualified majority or unanimity, how the board and general meeting operate, and information rights for shareholders. ### Voting arrangements Voting agreements are permitted, but they must respect company-law limits: they should serve the company's interest and not be unlimited in a way the CCA forbids. Define how the parties will vote on reserved matters. ### Transfer of shares The heart of most agreements:
• Lock-up: a period during which shares cannot be sold.
• Right of first refusal / pre-emption: existing shareholders get first chance to buy.
• Approval (agrement) clauses: the board or shareholders must approve a new holder.
• Tag-along: minority can join a majority sale on the same terms.
• Drag-along: a majority can require the minority to sell into an agreed deal. Statutory transfer restrictions should also be reflected in the articles and the share register to be effective against third parties. ### Deadlock and dispute resolution How to break a 50/50 or reserved-matter deadlock: escalation, mediation, a shoot-out mechanism, or buy-out. ### Exit and good-leaver / bad-leaver What happens when a shareholder leaves, how shares are valued, and different treatment for a good leaver versus a bad leaver. ### Non-compete and confidentiality Restrictions on shareholders competing with the company, kept reasonable in scope and time. ### Dividend and funding policy How profits are distributed and how future funding (loans, new shares) will be handled, including anti-dilution. ### Governing law and disputes Belgian law and a chosen court or arbitration. ## A simple drafting skeleton 1. Parties and the company

2. Recitals and purpose
3. Definitions
4. Governance: board, reserved matters, information rights
5. Voting arrangements
6. Share transfer: lock-up, pre-emption, approval, tag-along, drag-along
7. New share issues and anti-dilution
8. Dividend and funding policy
9. Good-leaver / bad-leaver and exit
10. Deadlock resolution
11. Non-compete and confidentiality
12. Interaction with the articles of association (which prevails)
13. Term and termination
14. Governing law (Belgian) and disputes
15. Signatures Always cross-check the agreement against the articles so the two do not conflict, and record what needs to be recorded in the articles and share register. ## Where this differs by jurisdiction Shareholders agreements exist everywhere, but the mechanics vary with local company law. The Belgian CCA gives the BV/SRL unusual flexibility on share classes and multiple voting rights. India's framework under the Companies Act, 2013 treats transfer restrictions in private companies differently and requires certain matters to be in the articles to be enforceable against the company. Delaware and English law each have their own defaults. Do not port a Belgian agreement into another jurisdiction without checking local company law and what must sit in the constitution. ## Keeping founder and investor agreements under control A growing company signs more than one of these: the original shareholders agreement, investment and subscription agreements, side letters and amendments across funding rounds, each with its own transfer, veto and exit terms. The manual work (drafting from a tuned template, catching a conflicting veto or a missing drag-along, tracking vesting and option dates, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Belgian law. More at Adira. The guidance above stands on its own. ## Bottom line A Belgian shareholders agreement works within the Code of Companies and Associations and alongside the articles of association. Use the BV/SRL's flexibility, decide clause by clause what is private and what must be in the articles, draft clear transfer, deadlock and exit mechanics, choose Belgian law, and get Belgian advice before signing.