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Articles Of Association And Memorandum Of Association
"I need Articles of Association and Memorandum of Association for a Belgian technology startup SRL/BV to be incorporated in March 2025, with provisions for three co-founders having equal shares, future employee stock options, and specific protections for incoming venture capital investors."
1. 1. Company Identification: Legal name, type of company, registered office address, and duration of the company
2. 2. Purpose and Activities: Corporate purpose and description of permitted business activities
3. 3. Capital Structure: Details of share capital, types of shares, and their associated rights
4. 4. Shareholders: Initial shareholders' information, contributions, and share allocation
5. 5. Transfer of Shares: Rules and restrictions regarding the transfer of shares
6. 6. Management Structure: Composition, appointment, and powers of the management body
7. 7. General Meetings: Rules for convening and conducting shareholder meetings
8. 8. Decision-Making: Voting rights, quorum requirements, and majority rules
9. 9. Financial Year and Accounts: Financial year definition, accounting requirements, and profit distribution
10. 10. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Specific Share Classes: Required when the company has multiple share classes with different rights
2. Board Committees: Needed for larger companies establishing specialized committees
3. Conflict Resolution: Optional provisions for dispute resolution between shareholders
4. Tag-Along Rights: Protection mechanisms for minority shareholders
5. Non-Competition: Restrictions on shareholders' competitive activities
6. External Auditor: Required for companies meeting certain size criteria
7. Regional Establishments: Required when company has multiple business locations
1. Schedule 1 - Initial Shareholders: Detailed information about founding shareholders and their contributions
2. Schedule 2 - Share Capital Details: Breakdown of share classes, numbers, and values
3. Schedule 3 - Management Rules: Detailed procedures for management body operations
4. Schedule 4 - Company Address Details: Complete details of registered office and any business units
5. Schedule 5 - Initial Directors: Information about first appointed directors and their mandates
6. Schedule 6 - Special Rights: Details of any special rights or obligations attached to shares
7. Appendix A - Powers of Attorney: Standard forms for delegation of powers
8. Appendix B - Meeting Procedures: Detailed procedures for different types of meetings
Authors
Board of Directors
Business Day
Capital
Company
Corporate Purpose
Daily Management
Director
Extraordinary General Meeting
Financial Year
General Meeting
Management Body
Managing Director
Memorandum of Association
Ordinary General Meeting
Registered Office
Register of Shares
Shareholder
Shares
Share Transfer
Special Rights
Statutory Auditor
Subscription Rights
Transfer
Voting Rights
Working Days
Written Resolution
Ultimate Beneficial Owner
Qualifying Holding
Related Party
Subsidiary
Parent Company
Affiliated Company
Control
Quorum
Simple Majority
Special Majority
Reserved Matters
Corporate Bodies
Enterprise Number
Corporate Purpose
Share Capital
Share Classes
Share Transfer Restrictions
Pre-emption Rights
Capital Increase
Capital Reduction
Shareholder Rights
Voting Rights
Management Structure
Board Powers
Director Appointments
Director Responsibilities
General Meetings
Meeting Procedures
Decision Making
Majority Requirements
Financial Statements
Profit Distribution
Dividend Rights
Audit Requirements
Corporate Governance
Representation Powers
Conflict Resolution
Amendment Procedures
Dissolution
Liquidation
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Information Rights
Compliance
Notices
Jurisdiction
Language
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Construction
Energy
Transportation
Agriculture
Education
Hospitality
Media and Entertainment
Telecommunications
Consumer Goods
Industrial Services
Mining
Pharmaceuticals
Logistics
Legal
Corporate Governance
Compliance
Corporate Secretariat
Board of Directors
Executive Management
Risk Management
Regulatory Affairs
Corporate Administration
Strategy
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Board Director
Company Director
Managing Director
Corporate Governance Officer
General Counsel
Legal Administrator
Corporate Lawyer
Incorporation Specialist
Notary Public
Company Secretary
Risk Manager
Regulatory Affairs Manager
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