The Articles of Incorporation General Stock is a mandatory legal document required for establishing a public limited company (NV/SA) in Belgium. This document forms the constitutional basis of the company and must be prepared in accordance with the Belgian Code of Companies and Associations, which underwent significant reform in 2019. The Articles must be drafted in one of Belgium's official languages (Dutch, French, or German) depending on the company's location, and must be executed in authentic form before a Belgian notary public. The document contains crucial information about the company's identity, purpose, capital structure, and governance mechanisms, and serves as the primary reference point for shareholders, directors, and other stakeholders throughout the company's existence. It requires careful consideration of various legal requirements, including minimum capital requirements, board composition, and shareholder rights, and must be filed with appropriate authorities for the company to gain legal personality.
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1. Title and Form: Legal name of the company and its form (NV/SA - Naamloze Vennootschap/Société Anonyme)
2. Registered Office: Official address and region of the company's registered office
3. Purpose and Activities: Detailed description of the company's business purpose and permitted activities
4. Duration: Period of existence of the company (typically indefinite)
5. Capital: Amount of share capital, number and classes of shares, and their nominal value
6. Shares: Rights attached to shares, share transfer restrictions, and share certificates
7. Management and Representation: Structure and powers of the board of directors, appointment procedures, and decision-making processes
8. General Meetings: Rules for shareholder meetings, voting rights, and meeting procedures
9. Financial Year and Annual Accounts: Financial year definition, preparation and approval of annual accounts
10. Profit Distribution: Rules for dividend distribution and profit allocation
11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Special Rights and Obligations: Used when creating special share classes or specific shareholder obligations
2. Share Transfer Restrictions: Detailed provisions for share transfer limitations, often used in family-owned or closely-held companies
3. Conflict Resolution: Specific procedures for resolving disputes between shareholders
4. Drag-Along and Tag-Along Rights: Special provisions for share sales in case of ownership changes
5. Anti-Dilution Provisions: Protection mechanisms for existing shareholders in case of new share issuances
6. Specific Management Rules: Additional management structures or committees beyond standard board requirements
7. External Auditor: Provisions regarding the appointment of statutory auditors when required by law
1. Initial Shareholders: List of founding shareholders with their share subscriptions and contributions
2. Board Members: Initial board composition and director details
3. Share Capital Contributions: Detailed breakdown of capital contributions (cash, kind, or mixed)
4. Special Rights Certificate: Details of any special rights attached to specific shares or shareholders
5. Company Rules: Internal regulations and governance rules supplementing the Articles
6. Power of Attorney: Authorization for completing incorporation formalities
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