The Limited Liability Partnership Agreement is a fundamental document used when establishing a partnership business structure in Belgium under the SRL/BV (Société à responsabilité limitée/Besloten vennootschap) framework. This document is essential when two or more parties wish to form a business partnership while maintaining limited liability protection under Belgian law. It's particularly relevant for professional services firms, consulting businesses, and other enterprises where partners contribute both capital and expertise. The agreement must comply with the Belgian Code of Companies and Associations and includes crucial elements such as capital structure, management arrangements, profit sharing, and partner obligations. It serves as the governing document for the partnership's operations and partner relationships throughout the entity's lifetime.
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1. Parties: Identification and details of all founding partners
2. Background: Context of the partnership formation and partners' intentions
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Official establishment of the partnership and its registered name
5. Purpose and Business Activities: Defined scope of partnership's business activities
6. Capital Contributions: Initial and subsequent capital contributions by partners
7. Shares and Certificates: Share structure, classes, and certification requirements
8. Management Structure: Governance framework and management roles
9. Partner Rights and Obligations: Core rights and duties of partners
10. Decision Making: Voting rights and decision-making procedures
11. Financial Matters: Accounting, distributions, and financial management
12. Transfer of Shares: Rules and restrictions on share transfers
13. Term and Termination: Duration of partnership and termination provisions
14. Confidentiality: Protection of partnership's confidential information
15. Dispute Resolution: Procedures for resolving partner disputes
16. General Provisions: Miscellaneous legal and administrative provisions
1. Intellectual Property: Required when partnership owns or develops IP assets
2. Non-Competition: Used when partners agree to restrictions on competing activities
3. Employee Matters: Needed when partnership will have employees
4. Branch Offices: Include when partnership plans multiple locations
5. International Operations: Required for partnerships operating across borders
6. Professional Indemnity: Important for professional service partnerships
7. Environmental Compliance: Necessary for partnerships in environmentally sensitive sectors
8. Digital Assets and Data Protection: Required when handling significant digital assets or personal data
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of partners' initial contributions
2. Schedule 2 - Share Register: Current ownership structure and share allocation
3. Schedule 3 - Business Plan: Initial business plan and financial projections
4. Schedule 4 - Management Procedures: Detailed management and operational procedures
5. Schedule 5 - Accounting Policies: Specific accounting principles and procedures
6. Appendix A - Partner Details: Comprehensive information about each partner
7. Appendix B - Property Details: Information about partnership's physical assets
8. Appendix C - Key Contracts: List and details of important partnership contracts
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