The Certificate Articles of Incorporation serve as the constitutional document for establishing a new company in Belgium. This document is mandatory under Belgian law and must be prepared and executed before a notary public when founding any corporate entity in Belgium. It outlines the fundamental aspects of the company's structure, including share capital, management framework, and operational guidelines. The document must comply with the Belgian Code of Companies and Associations (CCA) and includes mandatory provisions such as company name, registered office, corporate purpose, and capital structure. Once properly executed and registered with the Crossroads Bank for Enterprises, it grants the company its legal personality and serves as the primary reference for corporate governance throughout the company's existence.
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1. Title I - Form, Name, Registered Office, Purpose, and Duration: Fundamental information about the company including legal form, official name, registered address, corporate purpose, and duration (fixed or indefinite)
2. Title II - Capital and Shares: Details of the company's capital structure, number and types of shares, share transfer restrictions, and rights attached to shares
3. Title III - Management and Representation: Governance structure, appointment and powers of directors/managers, decision-making processes, and representation rights
4. Title IV - General Meetings: Rules for shareholder meetings, voting rights, meeting procedures, and decision-making processes
5. Title V - Financial Year, Annual Accounts, and Profit Distribution: Financial year dates, procedures for preparing and approving annual accounts, and rules for profit distribution
6. Title VI - Dissolution and Liquidation: Procedures for company dissolution and liquidation
7. Title VII - General Provisions: Catch-all section for compliance with law, dispute resolution, and other general matters
1. Title on Share Transfer Restrictions: Additional detailed provisions regarding share transfer restrictions, right of first refusal, tag-along rights, etc. - used when shareholders want specific transfer limitations
2. Title on Specific Voting Rights: Special provisions for different share classes and their voting rights - used when creating multiple share classes
3. Title on Advisory Board: Provisions for establishing and operating an advisory board - used when company wants additional governance structure
4. Title on Conflict Resolution: Specific procedures for resolving shareholder disputes - used when shareholders want detailed conflict resolution mechanisms
5. Title on Intellectual Property: Provisions regarding IP ownership and management - used for technology or IP-focused companies
1. Share Register Details: Initial shareholder information including names, addresses, and number/type of shares held
2. Capital Contributions Schedule: Detailed breakdown of initial capital contributions by each founder
3. Management Structure Chart: Organizational chart showing management structure and reporting lines
4. Special Rights and Obligations: Detailed description of any special rights or obligations attached to different share classes
5. Specimen Signatures: Signature specimens of authorized representatives
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