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Business Articles Of Incorporation

Business Articles Of Incorporation Template for Belgium

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Key Requirements PROMPT example:

Business Articles Of Incorporation

"I need Business Articles of Incorporation for a Belgian technology startup with three co-founders, planned for establishment in March 2025, including provisions for future venture capital investment and employee stock options, with the registered office in Brussels."

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Document background
Business Articles of Incorporation are mandatory legal documents required when establishing a company in Belgium. They serve as the constitutional foundation of the company and must comply with the Belgian Code of Companies and Associations (CCA). The document is prepared in the official language of the company's region (Dutch, French, or German) and must be executed before a Belgian notary public. Articles of Incorporation contain crucial information about the company's structure, governance, and operations, including share capital, management provisions, and shareholder rights. This document is essential for company registration with the Crossroads Bank for Enterprises and remains a vital reference throughout the company's lifecycle, requiring formal amendments for any significant changes to the company's structure or operations.
Suggested Sections

1. Company Name and Legal Form: Specification of the company name and chosen legal form (e.g., BV/SRL, NV/SA)

2. Registered Office: Official address and region of the company's registered office

3. Corporate Purpose: Detailed description of the company's activities and business objectives

4. Duration: Statement of company duration (typically indefinite)

5. Capital Structure: Details of initial capital, number and types of shares, and their distribution

6. Shareholders: Identity of founding shareholders and their contributions

7. Management Structure: Composition and powers of the management body

8. General Meetings: Rules for conducting shareholder meetings and voting procedures

9. Financial Year: Definition of the financial year and accounting provisions

10. Profit Distribution: Rules for distribution of profits and payment of dividends

11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Share Transfer Restrictions: Used when shareholders want to include specific restrictions on share transfers

2. Conflict Resolution: Include when specific dispute resolution procedures are desired

3. Non-Competition Provisions: Added when restrictions on competitive activities are needed

4. Intellectual Property Rights: Include when the company needs specific provisions about IP ownership

5. Board Committees: Used when the company wants to establish specific committees

6. Electronic Communication: Include when providing for virtual meetings and electronic voting

7. Foreign Branch Offices: Added when the company plans to establish foreign branches

8. Specific Industry Regulations: Include when the company operates in a regulated industry requiring special provisions

Suggested Schedules

1. Share Register: Detailed list of shareholders and their shareholdings

2. Initial Board Members: List of initial directors and their details

3. Contribution Schedule: Detailed description of each founder's contribution (cash, kind, or services)

4. Special Rights and Obligations: Details of any special rights or obligations attached to shares

5. Power of Attorney: Documents authorizing specific individuals to act on behalf of the company

6. Company Rules: Internal regulations and procedures

7. Share Valuation Methods: Agreed methods for valuing shares in case of transfers

8. Shareholders' Agreement Summary: Reference to key points from any separate shareholders' agreement

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
Articles
Board of Directors
Business Day
Capital
Chairman
Company
Corporate Purpose
Crossroads Bank for Enterprises
Financial Year
General Meeting
Management Body
Managing Director
Registered Office
Shareholder
Shares
Share Register
Special Resolution
Statutory Auditor
Transfer
Voting Rights
Working Days
Qualified Majority
Reserved Matters
Subsidiary
Ultimate Beneficial Owner
Articles of Association
Corporate Representatives
Distributable Profits
Electronic Communications
Founding Shareholders
Legal Form
Official Gazette
Quorum
Related Party
Share Capital
Clauses
Company Formation
Legal Form
Company Name
Registered Office
Corporate Purpose
Duration
Share Capital
Share Classes
Share Transfer
Shareholders' Rights
Voting Rights
Pre-emption Rights
Board Composition
Board Powers
Management Authority
General Meetings
Meeting Procedures
Shareholder Resolutions
Dividend Rights
Financial Statements
Statutory Auditor
Amendment Procedures
Dispute Resolution
Confidentiality
Corporate Governance
Dissolution and Liquidation
Representation Powers
Notice Requirements
Electronic Communication
Compliance
Anti-Money Laundering
Conflict of Interest
Share Registry
Capital Calls
Reserve Requirements
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Financial Services

Healthcare

Real Estate

Construction

Hospitality

Education

Logistics

Media and Entertainment

Consulting

Energy

Agriculture

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Administration

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Board of Directors

Company Secretariat

Relevant Roles

CEO

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Member

Director of Operations

Administrative Director

General Counsel

Corporate Governance Officer

Business Development Manager

Risk Manager

Company Administrator

Industries
Belgian Code of Companies and Associations (CCA): The primary legislation governing company formation and operation in Belgium. It defines the legal requirements for Articles of Incorporation, including mandatory content, company types, and governance structures.
Belgian Company Registration Act: Legislation governing the registration process of companies with the Crossroads Bank for Enterprises (CBE/KBO/BCE) and requirements for obtaining a company number.
Belgian Corporate Income Tax Law: Defines the tax obligations and structures that need to be considered when setting up a company, including the selection of the fiscal year and tax regime.
Belgian Royal Decree on Accounting: Specifies the accounting obligations and standards that must be followed by Belgian companies, which should be reflected in the Articles of Incorporation.
Belgian Language Decree: Determines the official language requirements for company documents based on the company's location within Belgium's linguistic regions.
Belgian Electronic Communications Act: Relevant for provisions regarding electronic communications and digital documentation if the company plans to hold virtual meetings or use electronic voting systems.
Belgian Anti-Money Laundering Law: Requirements for transparency in company ownership and Ultimate Beneficial Owner (UBO) registration that need to be considered in the incorporation documents.
EU General Data Protection Regulation (GDPR): While not specifically about incorporation, must be considered if the Articles include provisions about data processing or shareholder information management.
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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