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Bylaws And Articles Of Association

Bylaws And Articles Of Association Template for Belgium

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Key Requirements PROMPT example:

Bylaws And Articles Of Association

"I need Bylaws and Articles of Association for a Belgian technology startup with multiple share classes and specific provisions for remote board meetings, planning to seek venture capital funding in March 2025."

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Document background
Bylaws And Articles Of Association are foundational documents required for establishing and operating any company in Belgium. These documents must be prepared and executed in accordance with the Belgian Code of Companies and Associations (CCA/WVV), which underwent significant reform in 2019. The documents are typically drafted during company formation but may be amended throughout the company's lifetime to reflect structural changes or new legal requirements. They must be prepared in one of Belgium's official languages (Dutch, French, or German) and require notarization before being filed with the Belgian Enterprise Court. The Bylaws And Articles Of Association contain crucial information about the company's identity, purpose, capital structure, governance framework, and operational procedures, serving as the primary reference for corporate governance matters.
Suggested Sections

1. Title I - Legal Form, Name, Registered Office, Purpose, Duration: Establishes the basic identity and characteristics of the company, including its legal form, official name, registered office location, corporate purpose, and duration (definite or indefinite)

2. Title II - Capital and Shares: Details the company's capital structure, types of shares, their rights and restrictions, transfer conditions, and rules regarding capital increases or reductions

3. Title III - Management and Representation: Defines the management structure, appointment procedures, powers, and responsibilities of directors/managers

4. Title IV - General Meetings: Establishes rules for shareholder meetings, including convocation procedures, voting rights, quorum requirements, and decision-making processes

5. Title V - Financial Year, Annual Accounts, Distribution of Profits: Specifies the financial year, procedures for preparing and approving annual accounts, and profit distribution policies

6. Title VI - Dissolution and Liquidation: Sets out procedures for company dissolution and liquidation

7. Title VII - General Provisions: Contains miscellaneous provisions including election of domicile, compliance with company law, and dispute resolution mechanisms

Optional Sections

1. Share Transfer Restrictions: Detailed provisions restricting share transfers, particularly relevant for private companies

2. Specific Governance Rules: Additional governance provisions for specific company types (e.g., listed companies or regulated entities)

3. Conflict Resolution: Detailed procedures for handling shareholder disputes and deadlock situations

4. Board Committees: Structure and operations of specialized committees (audit, remuneration, etc.) - typically for larger companies

5. External Auditor Provisions: Required for companies meeting certain size criteria or choosing voluntary audit

6. Digital Meeting Provisions: Rules for virtual general meetings and board meetings

7. Tag-Along and Drag-Along Rights: Special share transfer provisions for protecting minority/majority shareholders

Suggested Schedules

1. Schedule 1 - Initial Shareholders and Capital Contributions: Detailed list of founding shareholders and their initial capital contributions

2. Schedule 2 - Share Register Template: Template for maintaining the company's share register

3. Schedule 3 - Internal Rules of Procedure: Detailed operational procedures for management bodies

4. Schedule 4 - Power of Attorney Template: Standard format for delegating authority within the company

5. Schedule 5 - Meeting Procedures: Detailed procedures for conducting various corporate meetings

6. Schedule 6 - Company Seal and Signature Requirements: Specifications for company seal usage and authorized signature formats

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
Clauses
Company Formation
Legal Form
Corporate Name
Registered Office
Corporate Purpose
Duration
Share Capital
Share Classes
Share Transfer
Pre-emption Rights
Management Structure
Board Composition
Board Powers
Director Appointment
Director Removal
Director Liability
Daily Management
Company Representation
General Meetings
Shareholder Rights
Voting Rights
Quorum Requirements
Majority Requirements
Financial Statements
Profit Distribution
Reserve Funds
Auditor Provisions
Conflict Resolution
Amendment Procedures
Dissolution
Liquidation
Governing Law
Notices
Electronic Communication
Compliance
Dispute Resolution
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Professional Services

Real Estate

Construction

Energy

Transportation

Telecommunications

Education

Non-Profit

Agriculture

Mining

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Board Secretariat

Regulatory Affairs

Risk Management

Corporate Affairs

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Legal Director

Compliance Officer

Corporate Governance Officer

Board Director

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Governance Manager

Regulatory Affairs Manager

Risk Manager

Shareholder Relations Manager

Industries
Belgian Code of Companies and Associations (CCA/WVV) 2019: The main legislative framework governing company formation, structure, and governance in Belgium. It provides the fundamental requirements for articles of association, including mandatory provisions, company forms, and governance structures.
Royal Decree of 29 April 2019: Implementation decree of the new Company Code, providing detailed rules on company registration procedures and administrative requirements.
Belgian Corporate Governance Code 2020: Contains recommendations and guidelines for good corporate governance practices, particularly relevant for larger companies and listed entities.
Belgian Accounting Law: Regulates accounting obligations and standards that need to be referenced in the articles of association regarding financial management and reporting.
EU Directive 2017/1132: Relating to certain aspects of company law, harmonized across EU member states, affecting corporate documentation requirements.
Belgian Tax Code: Relevant for including mandatory provisions about fiscal year, tax treatment, and profit distribution in the articles of association.
Law of 3 August 2012: Specific regulations for financial institutions and investment companies if applicable to the company type.
Belgian Enterprise Court Code: Governs dispute resolution procedures and jurisdictional matters that need to be addressed in the articles of association.
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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