Limited Company Articles Of Association Template for Belgium

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Key Requirements PROMPT example:

Limited Company Articles Of Association

"I need Limited Company Articles of Association for a Belgian tech startup with three co-founders, incorporating provisions for future venture capital investment rounds and protecting intellectual property rights, planned for establishment in March 2025."

Document background
The Limited Company Articles of Association is a mandatory legal document required for establishing a private limited company (BV/SRL) in Belgium. This document must be prepared and executed before a Belgian notary public in accordance with the Belgian Code of Companies and Associations (CCA). It serves as the company's constitutional foundation, defining its purpose, structure, and operational framework. The Articles must include specific mandatory provisions required by Belgian law, such as company name, registered office, corporate purpose, and share capital arrangements. This document is crucial for company registration with the Belgian Commercial Court and the Crossroads Bank for Enterprises (KBO/BCE), and forms the basis for all future corporate governance and operations.
Suggested Sections

1. Company Name and Legal Form: Specifies the company name and its status as a BV/SRL (Limited Liability Company) under Belgian law

2. Registered Office: States the company's official registered address and region of jurisdiction

3. Corporate Purpose: Detailed description of all business activities the company intends to pursue

4. Duration: States whether the company is established for an indefinite period or specific term

5. Share Capital and Shares: Details of the initial capital contribution, number and types of shares, and their associated rights

6. Share Transfer Restrictions: Rules governing the transfer of shares between shareholders and to third parties

7. Management Structure: Composition, appointment, powers, and functioning of the management body

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

9. Financial Year and Annual Accounts: Specification of the financial year period and provisions for annual accounts

10. Profit Distribution: Rules governing the distribution of profits and payment of dividends

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

Optional Sections

1. Multiple Share Classes: Details different share classes and their respective rights when the company has multiple share types

2. Advisory Board: Establishes an advisory board structure when the company wants additional governance support

3. Conflict Resolution: Specific procedures for resolving shareholder disputes, recommended for companies with multiple shareholders

4. Tag-Along Rights: Provisions protecting minority shareholders in case of share sales

5. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of shares

6. Non-Competition: Restrictions on shareholders' involvement in competing businesses

7. Intellectual Property Rights: Specific provisions regarding ownership and protection of company IP

8. Electronic Communication: Provisions for holding virtual meetings and using electronic communications for official purposes

Suggested Schedules

1. Initial Shareholders Register: List of founding shareholders with their details and initial shareholdings

2. Share Transfer Form Template: Standard form for documenting share transfers

3. Management Rules of Procedure: Detailed procedures for management body operations

4. Initial Capital Contributions: Detailed breakdown of initial capital contributions by each founder

5. Company Logo and Branding Guidelines: Official company logo and usage guidelines

6. Shareholders' Agreement Summary: Summary of key points from any separate shareholders' agreement

7. Professional Rules: Any specific professional rules if the company operates in a regulated sector

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

Professional Services

Technology

Manufacturing

Retail

Financial Services

Healthcare

Real Estate

Construction

Hospitality

Education

Consulting

E-commerce

Transportation

Energy

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Finance

Administration

Risk Management

Corporate Affairs

Business Development

Operations

Relevant Roles

CEO

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Chief Legal Officer

Business Development Manager

Corporate Governance Officer

Board Member

Chief Financial Officer

Risk Manager

Corporate Administrator

General Counsel

Operations Director

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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