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Company's Articles Of Association

Company's Articles Of Association Template for Belgium

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Key Requirements PROMPT example:

Company's Articles Of Association

"I need Articles of Association for a Belgian private limited company (BV/SRL) in the technology sector, with two founding shareholders having equal ownership, including provisions for future employee share schemes and virtual board meetings to be implemented by March 2025."

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Document background
Company's Articles of Association are mandatory constitutional documents required for establishing and operating any company in Belgium. They must comply with the Belgian Code of Companies and Associations (CCA) and be executed in authentic form before a notary public. The document serves multiple crucial functions: it establishes the company's legal identity, defines its purpose and activities, sets out the capital structure, governs relationships between shareholders, and establishes management frameworks. Articles of Association must be drafted in one of Belgium's official languages (Dutch, French, or German) depending on the company's location, and any amendments require notarial deed and publication in the Belgian Official Gazette. This document is fundamental for corporate governance and is frequently referenced for decision-making, dispute resolution, and regulatory compliance.
Suggested Sections

1. Title and Company Form: Specifies the company name, legal form (NV/SA, BV/SRL, etc.), and confirms this is the Articles of Association

2. Registered Office: States the company's official registered address and region, with provisions for potential transfer

3. Purpose and Activities: Defines the company's corporate purpose and permitted business activities

4. Duration: States whether the company is formed for an indefinite period or specifies a fixed duration

5. Capital and Shares: Details the company's capital structure, types of shares, and their associated rights

6. Share Transfer Provisions: Rules governing the transfer of shares, including any restrictions or pre-emption rights

7. Administration and Management: Defines the management structure, appointment procedures, and powers of directors/managers

8. General Meetings: Rules for shareholder meetings, including convocation, voting rights, and decision-making procedures

9. Financial Year and Annual Accounts: Specifies the financial year period and procedures for preparing and approving annual accounts

10. Profit Distribution: Rules for dividend distribution and profit allocation

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

Optional Sections

1. Share Classes: Required when the company has multiple classes of shares with different rights

2. Board Committees: Used for larger companies establishing specialized committees (audit, remuneration, etc.)

3. Daily Management: Needed when delegating day-to-day management to specific individuals

4. Representation Powers: Details specific representation requirements beyond standard management provisions

5. Conflict Resolution: Specific procedures for resolving shareholder or management disputes

6. Electronic Communication: Provisions for virtual meetings and electronic notifications

7. Share Transfer Restrictions: Detailed restrictions on share transfers, particularly relevant for family businesses or closely-held companies

8. Corporate Groups: Special provisions for companies that are part of a corporate group

Suggested Schedules

1. Share Register Details: Initial shareholders and their shareholdings

2. Capital Contributions: Detailed description of initial capital contributions, especially for contributions in kind

3. Special Rights: Any special rights or obligations attached to specific shares or shareholders

4. Management Structure: Detailed organizational chart and management structure

5. Historical Amendments: Record of previous amendments to the Articles of Association

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
Company
Articles
Board of Directors
General Meeting
Shareholders
Share Capital
Registered Office
Financial Year
Annual Accounts
Ordinary Shares
Special Shares
Transfer
Business Day
Control
Director
Managing Director
Daily Management
Qualified Majority
Simple Majority
Register of Shares
Corporate Purpose
Dividend
Liquidation
Related Party
Subsidiary
Affiliated Company
Ultimate Beneficial Owner
Statutory Auditor
Corporate Body
Written Resolution
Electronic Communication
Company Secretary
Quorum
Special Resolution
Ordinary Resolution
Registered Shares
Securities
Corporate Representative
Fiscal Year
Official Gazette
Clauses
Company Name and Form
Registered Office
Corporate Purpose
Duration
Share Capital
Share Classes and Rights
Share Transfer
Pre-emption Rights
Share Register
Management Structure
Board Powers
Board Meetings
Director Appointment and Removal
Director Remuneration
Daily Management
Representation Powers
General Meetings
Meeting Notice
Voting Rights
Decision-Making
Quorum Requirements
Majority Requirements
Financial Statements
Audit Requirements
Profit Distribution
Reserve Allocation
Financial Year
Amendment Procedures
Dissolution
Liquidation
Dispute Resolution
Governing Law
Language Requirements
Electronic Communication
Conflict of Interest
Related Party Transactions
Corporate Groups
Shareholder Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Logistics

Energy

Telecommunications

Agriculture

Education

Hospitality

Media and Entertainment

All Business Sectors

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Leadership

Finance

Administrative

Risk Management

Corporate Affairs

Investor Relations

Company Secretariat

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Director

Corporate Governance Officer

Risk Manager

Company Administrator

General Counsel

Managing Director

Shareholder Relations Manager

Business Development Manager

Industries
Belgian Code of Companies and Associations (CCA) 2019: The primary legislation governing company formation, structure, and operation in Belgium. It defines different types of companies, mandatory content of Articles of Association, governance requirements, and shareholder rights.
Royal Decree implementing the CCA: Provides detailed regulations and practical implementation guidelines for the CCA, including specific requirements for company documentation and filing procedures.
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 financial reporting requirements and accounting obligations that need to be referenced in the Articles of Association.
Belgian Company Registration Act: Governs the registration procedures and requirements for new companies with the Crossroads Bank for Enterprises (CBE).
Belgian Tax Code: Contains provisions affecting company structure and operations that should be considered in the Articles of Association, particularly regarding tax residence and fiscal year.
Belgian Language Decree: Determines the official language requirements for company documents based on the company's location within Belgium's linguistic regions.
Belgian Anti-Money Laundering Law: Contains requirements regarding ultimate beneficial ownership and related disclosures that may need to be reflected 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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