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Articles Of Incorporation General Stock

Articles Of Incorporation General Stock Template for Belgium

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Articles Of Incorporation General Stock

"I need Articles of Incorporation General Stock for a Belgian technology startup with initial capital of €250,000, planning to launch in March 2025, with provisions for future venture capital investment and employee stock options."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Company Name and Form
Registered Office
Corporate Purpose
Duration
Share Capital
Share Classes
Share Transfer
Share Registry
Board Composition
Board Powers
Board Meetings
Management Authority
Representation Powers
General Meetings
Voting Rights
Shareholder Rights
Financial Statements
Profit Distribution
Reserves
Auditor Appointment
Information Rights
Amendment Procedures
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Conflict Resolution
Dissolution
Liquidation
Notice Requirements
Electronic Communications
Corporate Governance
Shareholder Obligations
Capital Increase
Capital Reduction
Share Transfer Restrictions
Dividend Rights
Quorum Requirements
Special Resolutions
Asset Disposal
Jurisdiction
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Energy

Telecommunications

Transportation

Construction

Agriculture

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Finance

Administrative

Corporate Affairs

Risk Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Director

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

Company Secretary

Legal Counsel

Risk Manager

Chief Administrative Officer

Shareholder Relations Manager

Business Development Director

Industries
Belgian Code of Companies and Associations (2019): Primary legislation governing company formation and operation in Belgium, including requirements for Articles of Association, share capital, and corporate governance structures
Royal Decree implementing the Companies and Associations Code: Detailed regulations specifying practical implementation of the CCA, including specific requirements for Articles of Incorporation and registration procedures
Belgian Language Decree: Regulations regarding the mandatory use of official languages in company documents depending on the company's location (Dutch, French, or German)
Belgian Corporate Governance Code 2020: Guidelines for corporate governance practices, particularly relevant for structuring management and supervision provisions in the Articles
Belgian Act on Economic Law: Provisions affecting commercial activities and enterprise registration, including requirements for company identification and business operations
Belgian Regional Registration Requirements: Specific requirements for company registration in different Belgian regions (Brussels-Capital, Flanders, or Wallonia)
Belgian Tax Code: Relevant provisions regarding company taxation, capital contributions, and fiscal obligations that need to be considered in the Articles
Anti-Money Laundering Legislation: Requirements for ultimate beneficial owner registration and related disclosures in company formation documents
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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