Certificate Articles Of Incorporation Template for Belgium

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Key Requirements PROMPT example:

Certificate Articles Of Incorporation

"I need Certificate Articles of Incorporation for a Belgian technology startup with three founding shareholders, including specific provisions for multiple share classes, vesting schedules, and a detailed governance structure for potential future investors, planned to be established by March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Education

Hospitality

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Administration

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Investment

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Director

Managing Director

Corporate Governance Officer

Risk Manager

Administrative Director

Business Development Manager

Company Founder

Entrepreneur

Investment Manager

Industries
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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