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Company Articles Of Association

Company Articles Of Association Template for Belgium

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Key Requirements PROMPT example:

Company Articles Of Association

"I need Company Articles of Association for a Belgian technology startup launching in March 2025, with three founding shareholders and two share classes (A and B), including specific provisions for intellectual property rights and a detailed share vesting schedule."

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Document background
Company Articles Of Association are mandatory documents required for incorporating and operating a company in Belgium. They must comply with the Belgian Code of Companies and Associations (CCA) 2019 and be executed before a notary public. The document defines the company's legal identity, purpose, and operational framework, including capital structure, management provisions, and shareholder rights. It serves as the primary reference for corporate governance and must be filed with the commercial court registry and published in the Belgian Official Gazette. This document is essential for establishing legal personality and is frequently referenced during significant corporate events such as capital increases, management changes, or corporate restructuring.
Suggested Sections

1. Title I - Form, Name, Registered Office, Purpose, and Duration: Fundamental information about the company's legal form, commercial name, official address, corporate purpose, and duration (definite 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 rules

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 definition, rules for preparing and approving accounts, and profit allocation principles

6. Title VI - Dissolution and Liquidation: Procedures and rules 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. Share Transfer Mechanism: Detailed procedures for share transfers, including pre-emption rights and approval requirements - particularly relevant for private companies

2. Specific Voting Rights: Special provisions for different share classes and voting rights - needed when creating multiple share classes

3. Board Committees: Structure and powers of specific committees - relevant for larger companies or those adopting sophisticated governance structures

4. Conflict Resolution: Specific procedures for resolving shareholder disputes - recommended for companies with multiple shareholders

5. Intellectual Property Rights: Provisions regarding ownership and use of IP - important for technology or brand-focused companies

6. Non-Competition Clauses: Restrictions on competitive activities - relevant when shareholders might engage in competing businesses

Suggested Schedules

1. Share Register: Initial allocation of shares and shareholder details

2. Initial Board Members: List of first directors/managers with their details and roles

3. Contribution Schedule: Detailed description of initial contributions (cash, kind, or services) by each founder

4. Special Rights: Details of any special rights or obligations attached to specific shares or shareholders

5. Company Rules: Internal regulations and procedures that complement the Articles but may need more frequent updating

6. Powers of Attorney: Standard forms for delegation of powers within the company

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 Name and Form
Registered Office
Corporate Purpose
Duration
Capital Structure
Share Classes
Share Transfer Restrictions
Pre-emption Rights
Management Structure
Board Composition
Board Powers
Daily Management
Company Representation
General Meetings
Voting Rights
Decision Making
Shareholder Rights
Financial Year
Annual Accounts
Profit Distribution
Reserves
Dissolution
Liquidation
Dispute Resolution
Amendment Procedures
Notices
Severability
Compliance with Law
Governing Law
Jurisdiction
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

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Corporate Affairs

Finance

Risk Management

Company Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Managing Director

Corporate Governance Officer

Risk Manager

Business Development Director

Company Founder

Shareholder Relations Manager

General Counsel

Industries
Belgian Code of Companies and Associations (CCA) 2019: The primary legislation governing company formation, structure, and governance in Belgium. It defines different types of companies, mandatory content of Articles of Association, and corporate governance requirements.
Belgian Civil Code: Provides general principles of contract law that may affect certain provisions in the Articles of Association, particularly regarding legal personality and contractual obligations.
Crossroads Bank for Enterprises Act: Legislation governing company registration requirements and procedures in Belgium, including obtaining a company number and registration in the CBE database.
Belgian Tax Code: Contains provisions regarding company taxation that may need to be reflected in certain aspects of the Articles of Association, particularly regarding fiscal year and accounting provisions.
Royal Decree on Accounting Standards: Provides requirements for company accounting that may need to be addressed in the Articles of Association's financial provisions.
Belgian Corporate Governance Code 2020: While not strictly legislation, this code provides important governance guidelines that should be considered for larger companies and may influence Articles of Association provisions.
Anti-Money Laundering Law: Requirements regarding beneficial ownership transparency and related obligations that may need to be reflected in ownership structure provisions.
Belgian Competition Law: May affect provisions relating to company purpose and activities, particularly regarding competition restrictions and market behavior.
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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