Limited Liability Company Agreement for Belgium

Limited Liability Company Agreement Template for Belgium

A comprehensive legal document governed by Belgian law that establishes and regulates a Belgian Limited Liability Company (BV/SRL). This agreement sets out the fundamental rules for the company's operation, including share capital structure, management arrangements, shareholder rights and obligations, and decision-making procedures. It complies with the Belgian Code of Companies and Associations while providing a framework for corporate governance, share transfers, and dispute resolution. The document serves as a crucial reference point for shareholders, directors, and other stakeholders throughout the company's lifecycle.

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Limited Liability Company Agreement

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What is a Limited Liability Company Agreement?

The Limited Liability Company Agreement is a foundational document required when establishing a Belgian private limited liability company (BV/SRL). It must comply with the Belgian Code of Companies and Associations, which underwent significant reform in 2019, eliminating minimum capital requirements and introducing more flexibility in company governance. This agreement is essential for both domestic and foreign investors seeking to establish a business presence in Belgium, providing comprehensive coverage of shareholder relationships, management structure, capital arrangements, and operational procedures. The document must be executed before a Belgian notary and requires careful consideration of both mandatory legal requirements and optional provisions that can be tailored to specific business needs. It serves as the primary reference point for resolving any disputes or questions about company governance throughout the entity's existence.

What sections should be included in a Limited Liability Company Agreement?

1. Parties: Identification of all founding members/shareholders, including full legal names, addresses, and capacities

2. Background: Context of the company formation, intention of the parties, and any relevant pre-formation history

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Formation and Name: Details of company formation, registered name, form (BV/SRL), and registered office address

5. Purpose and Activities: Company's business purpose and permitted activities in accordance with Belgian law

6. Share Capital and Contributions: Structure of share capital, types of shares, and initial contributions of each member

7. Shares and Certificates: Rights attached to shares, share transfer restrictions, and rules regarding share certificates

8. Management Structure: Composition of management body, appointment procedures, powers, and limitations

9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and decision-making processes

10. Financial Matters: Financial year, accounts, audit requirements, and distribution of profits

11. Transfer Restrictions: Restrictions on share transfers, pre-emption rights, and approval requirements

12. Termination and Dissolution: Procedures for company dissolution, liquidation, and distribution of assets

13. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes

What sections are optional to include in a Limited Liability Company Agreement?

1. Intellectual Property Rights: Required when the company will own or develop significant IP assets, defining ownership and usage rights

2. Non-Competition and Confidentiality: Added when specific restrictions on shareholders' competitive activities are needed

3. Employee Share Schemes: Included when the company plans to implement employee share ownership programs

4. Tag-Along and Drag-Along Rights: Added for companies anticipating future sale or exit scenarios

5. Deadlock Resolution: Important for companies with equal shareholdings to prevent decision-making paralysis

6. Branch Offices: Required when the company plans to establish branch offices within or outside Belgium

7. Related Party Transactions: Needed when there are significant business relationships between shareholders and the company

What schedules should be included in a Limited Liability Company Agreement?

1. Schedule 1 - Initial Shareholders and Contributions: Detailed list of shareholders, their contributions, and allocated shares

2. Schedule 2 - Share Transfer Procedures: Detailed procedures and forms for executing share transfers

3. Schedule 3 - Management Rules: Detailed rules of procedure for management body meetings and decision-making

4. Schedule 4 - Shareholders' Meeting Procedures: Detailed procedures for conducting shareholders' meetings

5. Schedule 5 - Business Plan: Initial business plan and financial projections

6. Appendix A - Articles of Association: Official articles of association in compliance with Belgian law

7. Appendix B - Shareholders' Register: Template for maintaining the official shareholders' register

8. Appendix C - Share Certificate Template: Template for issuing share certificates

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

Jurisdiction

Belgium

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Hospitality

E-commerce

Consulting

Media and Entertainment

Energy

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Executive Leadership

Corporate Affairs

Investment

Operations

Administration

Relevant Roles

CEO

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Finance Director

Business Development Manager

Compliance Officer

Risk Manager

Board Member

Corporate Governance Officer

Investment Manager

Shareholder Relations Manager

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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