Buy or sell a business

The available company forms and rules depend on the country where you incorporate. Most start-ups choose a private limited company (for example the BV in Belgium and the Netherlands, the GmbH in Germany or the SAS in France), because these forms leave room to tailor control, transfers and distributions in the articles and a shareholders' agreement, though how much room differs per country. Between founders, agree early on roles, decision-making, vesting, what happens when someone leaves, and who may sell to whom. Pitch compares the forms for your situation, prepares the articles and the shareholders' agreement, and works with the notary where a deed is required.

• SolutionsIncorporate a Company in Belgium →
• SolutionsShareholders' Agreement →
• AcademyFunding Rounds: Term Sheets and Investment Agreements →

Initially the people who created them. Copyright arises with the author, and a company only becomes owner through a written transfer or licence, so a founder who wrote the code owns it until it is assigned. Investors check this first. Before or at incorporation, have every founder, employee and freelancer assign their work to the company in writing, with the scope of the transfer stated clearly. Pitch drafts these assignments and places the IP in the company's name.

• SolutionsIncorporate a Company in Belgium →
• AcademyCan I Protect My Software? →
• AcademyFinding the IP You Already Have →

A free company name in the register does not mean the name is free as a trademark. An earlier trademark owner can still object, even after you started trading. Run a clearance search before you invest in the name, then file the trademark in the company's name, not a founder's, in the classes and territories where you will trade. Pitch carries out the clearance search and handles the filing, and checks domain names alongside.

• SolutionsTrademark Clearance →
• SolutionsTrademark Registration →
• TechnologyTrademark Filing →

No. Since the Code of Companies and Associations, a BV has no statutory minimum capital. The founders must still provide adequate initial equity, supported by a financial plan that the notary requires. If the company fails shortly after incorporation and the equity was manifestly insufficient, the founders can be held liable. Base the plan on realistic costs for the first two years. Pitch helps the founders prepare the financial plan with their accountant and the notary.

• SolutionsIncorporate a Company in Belgium →
• AcademyFunding Rounds: Term Sheets and Investment Agreements →

As a rule, no: a BV or NV limits shareholders' liability to their contribution. There are exceptions. Founders can be liable if the initial equity was manifestly insufficient for the planned activity, and managers can be liable for management errors or for acts done before the company was formally incorporated. Personal guarantees for loans or leases are a separate matter. Pitch explains these risks when preparing the incorporation and the financial plan.

• SolutionsIncorporate a Company in Belgium →
• SolutionsManagement Agreement →

Vesting means a founder earns the right to keep his shares over time, for example over several years of continued work. If a founder leaves early, the company or the other shareholders can buy back the unvested part, usually at a lower price for a bad leaver. Investors want it because a company without its founders is worth little. It belongs in the shareholders' agreement. Pitch drafts vesting and leaver clauses that fit the company law that applies to you.

• SolutionsShareholders' Agreement →
• AcademyFunding Rounds: Term Sheets and Investment Agreements →

Yes, and the smaller the group, the more it matters. The articles only cover the basics and are public. A shareholders' agreement settles what founders usually fall out over: deadlocks, a founder who stops working, an offer for the company, or a new investor. Agree it while everyone still gets along. Pitch splits the content sensibly between the articles and the confidential agreement and keeps it ready for a later funding round.

• SolutionsShareholders' Agreement →
• TechnologyDocument Studio →

Often yes, but the contract must reflect a real mandate. Many countries, including Belgium, look at the actual relationship, not the label, and an arrangement with hierarchical control and fixed hours can be requalified as employment, with consequences for social security and tax. The tests differ per country. Remuneration, exclusivity, non-compete, IP created by the manager and termination should all be written down. Pitch drafts management agreements and assesses the requalification risk.

• SolutionsManagement Agreement →
• AcademyCommercial Contracts: a Map →

Source code is protected by copyright from the moment it is written, without registration, but only if the company owns it. Ideas, functions and algorithms as such are generally not covered, so protect what you can: keep know-how confidential, secure assignments from everyone who contributed, register the name as a trademark, and in some cases consider a patent. Pitch assesses which combination fits your product.

• AcademyCan I Protect My Software? →
• SolutionsTrademark Registration →
• SolutionsCommercial Contracts & Transactions →

Investors check who owns the IP, whether founders, employees and freelancers assigned their work in writing, the cap table, key contracts that can be terminated on a change of control, data protection and the corporate records. Gaps found late cost you time and price. Fix them before the first meeting and collect the documents in a data room. Pitch runs an investor-readiness review and builds the data room.

• SolutionsFunding →
• TechnologyData Room and Due Diligence →
• AcademyIP in Due Diligence →

It depends on your activity, size and location. R&D and innovation projects can often apply to EU programmes such as Horizon Europe or the EIC, and to national or regional schemes (in Flanders, for example, VLAIO). Each has its own conditions, deadlines and rules on IP ownership and reporting, and a grant may restrict what you can later license or sell. Check those conditions before you apply. Pitch helps assess options, prepare applications and review the IP terms.

• SolutionsR&D Grants and Subsidies →
• AcademyGrants and Tax Incentives for IP in Belgium →

Several countries have IP box regimes (in Belgium, the innovation income deduction) that reduce tax on income from qualifying IP, such as patents or protected software, that the company developed or improved, subject to conditions on the link between R&D spending and income. Some countries also have a separate regime for certain copyright income. Eligibility depends on the country, the facts and the tax authority's view, so assess it early. Pitch documents which rights generate which income and coordinates with your tax adviser.

• SolutionsBelgian Innovation Income Deduction →
• SolutionsBelgian Copyright Tax Regime →
• AcademyThe Belgian Tax Regime for Copyrights →

A term sheet is a mostly non-binding summary of the deal: valuation, amount, shareholder rights, board seats, liquidation preference, anti-dilution, vesting and exclusivity. It sets the direction for the final agreements, so negotiate it carefully. Watch the clauses that are binding, such as exclusivity and confidentiality, and terms that quietly shift control. Pitch reviews term sheets, explains the trade-offs and negotiates the investment and shareholders' agreements.

• AcademyFunding Rounds: Term Sheets and Investment Agreements →
• SolutionsFunding →
• SolutionsShareholders' Agreement →

No rule fixes a value: it is an estimate made for a purpose, such as a pre-money value in a round, a contribution in kind or a transfer. Investors weigh traction, team and market, and the legal quality of the IP behind them. Pitch does not value companies itself, but supplies the legal, IP and tax input a valuer or investor relies on, so the number stands up.

• SolutionsValuation →
• AcademyHow to Value an IP Portfolio →

Companies in many countries use warrants or a share option plan to reward key staff without giving up shares today. The plan usually needs a decision of the shareholders (the rules differ per country and company form), clear terms on vesting, exercise and leaving, and attention to the tax treatment for the beneficiary and the company. Tax treatment differs widely per country, especially if beneficiaries live in different countries, so confirm it with a tax adviser. Investors will ask about it, as it affects dilution. Pitch drafts the plan documents and aligns them with the shareholders' agreement.

• SolutionsShareholders' Agreement →
• AcademyFunding Rounds: Term Sheets and Investment Agreements →

Many countries offer one, in different forms such as R&D tax credits, enhanced deductions or reduced payroll taxes and social contributions. Belgium, for example, offers a partial exemption from the payment of professional withholding tax for certain research staff, such as researchers holding a qualifying degree and working on eligible R&D projects. Conditions on the staff, the projects and the documentation are usually strict, and the benefit is often claimed through payroll or the tax return. Pitch can help assess whether your team and projects qualify and what evidence to keep.

• SolutionsBelgian Withholding Tax Exemption for R&D Staff →
• AcademyGrants and Tax Incentives for IP in Belgium →

Each source has its price: equity costs ownership and control, debt costs repayment and security, grants cost reporting and conditions. They also interact, as an investor wants to see how a grant affects IP ownership and a bank may ask for security over IP. Plan the sequence before you sign anything. Pitch looks at the legal side of the combination and negotiates the documents.

• SolutionsFunding →
• SolutionsR&D Grants and Subsidies →
• AcademyFunding Rounds: Term Sheets and Investment Agreements →

New shares are issued, so existing shareholders are diluted. Investors typically also ask for veto rights on reserved matters, board representation, transfer restrictions such as drag-along and tag-along, and protection against later dilution. These terms sit in the shareholders' agreement and usually replace the old one. Negotiate which matters need investor consent so daily operations stay yours. Pitch negotiates the terms and updates the articles.

• SolutionsShareholders' Agreement →
• AcademyFunding Rounds: Term Sheets and Investment Agreements →
• TechnologyDocument Studio →

Combine several layers. Treat know-how as a trade secret by limiting access and marking it confidential. Put confidentiality and IP assignment clauses in every employment and freelance contract, because a freelancer owns what he creates unless he transfers it in writing. Non-competes are possible but must meet legal conditions to be enforceable. Pitch drafts these clauses and reviews your existing contracts for gaps.

• AcademyDatabase Rights and Trade Secrets →
• SolutionsManagement Agreement →
• SolutionsCommercial Contracts & Transactions →

Trademark rights are territorial, so file in each target market before you launch, either nationally, as an EU trademark or through the international system. Clear the name locally first, since it may carry another meaning or belong to someone else. For contracts, choose governing law and forum deliberately and check mandatory local rules. Pitch plans the filings with a cost estimate and drafts or adapts the contracts.

• SolutionsTrademark Registration →
• AcademyIP Cost Planning for Multi-Jurisdiction Filings →
• SolutionsCommercial Contracts & Transactions →

Yes, if the GDPR transfer rules are met. Transfers are allowed to countries with an EU adequacy decision, or otherwise with safeguards such as standard contractual clauses, combined with an assessment of the destination country's rules and extra measures where needed. Record the transfer, inform the individuals and put a data processing agreement in place. Pitch prepares the agreements and the transfer assessment.

• AcademyInternational Data Transfers →
• SolutionsData Processing Agreements →
• TechnologyRecords of Processing and Compliance Registers →

Cover territory and exclusivity, minimum targets, pricing and resale rules, trademark use, who owns customer data, warranties and liability, duration and what happens at the end. Competition law limits some restrictions, such as fixing resale prices. In Belgium and several other countries, ending an indefinite distribution relationship can trigger notice and compensation claims, so draft the exit with care. Pitch drafts and negotiates these agreements.

• AcademyDistribution and Reseller Agreements →
• SolutionsCommercial Contracts & Transactions →
• TechnologyDocument Studio →

It depends on the rights, the countries and the route chosen, and costs recur through renewals, so plan a multi-year budget rather than a single filing fee. Start with the markets that matter commercially, and drop rights you no longer use. Pitch gives an estimate before you decide and tracks deadlines and renewals so nothing lapses by accident.

• TechnologyIP Cost Estimator →
• AcademyIP Cost Planning for Multi-Jurisdiction Filings →
• SolutionsIP Portfolio Management →

Yes, but the EU AI Act treats many recruitment and HR uses, such as screening or ranking candidates, as high-risk. That brings obligations on human oversight, transparency, data quality and documentation, and the GDPR and employment law still apply. Check which tool you use and whether you act as deployer. Pitch helps classify the systems and set up the governance.

• AcademyAI in HR and Recruitment →
• TechnologyAI Act Register and Assessments →

It differs per right. For software made by an employee in the course of his duties, the economic rights are generally presumed to pass to the employer, but for other works and for freelancers a written transfer is needed, and it must describe the scope. Inventions follow their own rules. Do not rely on assumptions. Pitch puts clear IP clauses in your employment, freelance and management agreements.

• SolutionsManagement Agreement →
• AcademyCan I Protect My Software? →
• AcademyFinding the IP You Already Have →

A database can be protected by the sui generis database right if you made a substantial investment in obtaining, verifying or presenting its contents, and a customer list or process can qualify as a trade secret if you keep it secret and take reasonable steps to protect it. Limit access, use confidentiality agreements and log who has the data. Pitch advises on both regimes and drafts data licences.

• AcademyDatabase Rights and Trade Secrets →
• SolutionsData and Database Rights Protection →
• SolutionsData Licensing and Data Sharing →

There is no single answer. Many groups place IP in a dedicated or central entity so it is separate from operating risk and easier to license, but tax, substance, financing and the innovation income deduction all influence the choice. Intra-group licences and transfers must be at arm's length. Decide with your tax adviser first, then document it. Pitch maps who owns what today and drafts the transfer and licence agreements.

• SolutionsIP Portfolio Management →
• SolutionsValuation →
• SolutionsCommercial Contracts & Transactions →

Under the company law of many countries, including Belgium, a merger or demerger moves assets and liabilities by operation of law, though the details differ per country and cross-border operations follow EU rules alongside national law. Even so, contracts often contain change of control, assignment or consent clauses, and IP registrations still need to be updated in the registers. Inventory the contracts and rights first, ask counterparties for consent where required, and plan the order of steps. Pitch reviews the contracts and prepares the transfer documents.

• SolutionsCommercial Contracts & Transactions →
• TechnologyContract Review →
• AcademyTransitional Services Agreements →

Registrations stay valid but remain in the old owner's name until you record the change with the relevant office, and an unrecorded transfer can cause problems when you enforce or renew. Licences may be non-assignable or end on a change of control, so check each one. Update owners of record, domain names and licence terms as part of the plan. Pitch handles the recordals and keeps the portfolio in order.

• AcademyTransferring and Licensing a Trademark →
• TechnologyIP Portfolio, Renewals and Deadlines →
• AcademyIP Lifecycle Management →

Control depends on the share classes, voting rights, majority rules in the articles and the shareholders' agreement, not just on percentages. You can agree reserved matters, board composition, transfer restrictions and drag-along or tag-along rights. Know what the newcomer will ask for before negotiating, and update both the articles and the agreement. Pitch drafts and negotiates the documents and prepares the formalities with the notary.

• SolutionsShareholders' Agreement →
• AcademyFunding Rounds: Term Sheets and Investment Agreements →

Yes, through a sale, contribution or licence, but the price must be one an independent party would also have agreed, and the tax consequences depend on the structure and on the value. The tax authority can challenge an artificial price. Get a documented valuation and a tax opinion before you move rights. Pitch supplies the legal and IP input for the valuation and drafts the transfer agreements; the tax calculation is for your tax adviser.

• SolutionsValuation →
• AcademyHow to Value an IP Portfolio →
• SolutionsIP Portfolio Management →

Often yes. After a carve-out the new entity may still rely on the former owner for IT, payroll, premises or purchasing, and the former owner may need services in return. A transitional services agreement sets scope, duration, price, service levels and exit, so that nobody is stuck. Set an end date early, since open-ended arrangements tend to stay. Pitch drafts these agreements.

• AcademyTransitional Services Agreements →
• SolutionsCommercial Contracts & Transactions →

Record the new owner for each trademark and domain name, check that licences and use by group companies are covered by a written licence, and keep the old name working through redirects while the new one is established. A trademark not used for five years after registration can become vulnerable to revocation, so plan genuine use. Pitch handles the transfers, recordals and licences.

• AcademyTransferring and Licensing a Trademark →
• SolutionsTrademark Licensing →
• SolutionsTrademark Registration →

Start with an inventory of registered rights, unregistered rights such as software and know-how, licences, and the owner of record in each country, then compare it with who actually uses them. Most groups find rights in the wrong name or lapsed registrations. Do this first, so the restructuring plan rests on facts. Pitch builds the overview and keeps it current with deadlines.

• SolutionsIP Portfolio Management →
• AcademyFinding the IP You Already Have →
• TechnologyIP Portfolio, Renewals and Deadlines →

Run due diligence on the legal, tax, financial, employment, IP and data position: who owns what, which contracts can be terminated on a change of control, pending disputes, licences and permits. Findings feed the price and the warranties and indemnities in the purchase agreement. Pitch leads the legal and IP due diligence, manages the data room questions and negotiates the warranties.

• SolutionsM&A and Due Diligence →
• AcademyM&A Due Diligence: What to Expect →
• TechnologyData Room and Due Diligence →

Start a year or more ahead. Clean up the cap table and corporate records, make sure the company owns its IP through written assignments, list the contracts with change of control clauses, renew lapsed registrations and organise a data room. Buyers pay less for uncertainty. A sell-side review lets you fix problems before they appear in a buyer's report. Pitch performs it and leads the sale documents.

• AcademyM&A for Growing Businesses →
• SolutionsM&A and Due Diligence →
• TechnologyData Room and Due Diligence →

Do not assume so. Check whether founders, employees and freelancers assigned their work in writing, whether trademarks and domain names are registered in the company's name, whether open source or third-party licences restrict use, and whether the company may use its data under the GDPR and contracts. Gaps are common and fixable before signing. Pitch audits the IP and data position and puts it right.

• AcademyIP in Due Diligence →
• AcademyFinding the IP You Already Have →
• SolutionsIP Portfolio Management →

In a share deal the buyer takes the company with all its history and liabilities, and contracts normally stay in place unless they contain change of control clauses. In an asset deal the buyer picks assets and liabilities, but contracts, permits and employees need to be transferred one by one. Tax and consent requirements often decide. Pitch structures the deal with your tax adviser.

• AcademyM&A for Growing Businesses →
• SolutionsM&A and Due Diligence →

Typically warranties on title to the shares, accounts, tax, contracts, employees, compliance and IP, backed by an indemnity for specific known risks. Sellers negotiate caps, time limits, a threshold before claims arise, and disclosure against the warranties. A thorough sell-side review makes the disclosure complete and reduces surprise claims. Pitch negotiates the purchase agreement and the disclosure schedules.

• SolutionsM&A and Due Diligence →
• TechnologyContract Review →
• AcademyM&A for Growing Businesses →

Buyers use several methods and the result is a range, not a fixed figure. Trading results, growth and market weigh most, but the legal quality of the IP and contracts behind them affects the price and the risk a buyer prices in. Pitch does not value companies itself but provides the legal, IP and tax input for the valuation and supports the negotiation.

• SolutionsValuation →
• AcademyHow to Value an IP Portfolio →

Often the buyer still relies on the seller for IT, finance or staff for some months, and the other way around. A transitional services agreement fixes scope, price, duration and exit, and an integration plan covers contracts, trademarks, domain names and data. Agree it before closing, when you still have leverage. Pitch drafts it and handles the follow-up recordals.

• AcademyTransitional Services Agreements →
• SolutionsCommercial Contracts & Transactions →

Buyers and sellers should check who the counterparty and its owners are, where the money comes from, and whether sanctions or anti-money-laundering rules apply. A deal with a sanctioned person can be void or criminal, whatever the price. Do the screening early and keep a record. Pitch performs the checks on counterparties as part of the transaction.

• AcademySanctions Screening and AML →
• SolutionsM&A and Due Diligence →