The Articles of Association and Memorandum of Association are foundational documents required under Belgian law for incorporating any company. These documents must be prepared in accordance with the Belgian Code of Companies and Associations (CCA) and executed before a Belgian notary public. The Articles of Association and Memorandum of Association establish the company's legal existence, define its purpose and activities, set out the rights and obligations of shareholders, and provide the framework for corporate governance. They are essential for company registration and ongoing operations, serving as the primary reference for resolving internal disputes and governing relationships between shareholders. The documents must be filed with the clerk's office of the competent Enterprise Court and published in the Belgian Official Gazette.
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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
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