Limited Liability Partnership Contract Template for Belgium

The Limited Liability Partnership Contract is a fundamental document used when establishing a partnership business structure in Belgium that combines the flexibility of a partnership with the protection of limited liability. This document is essential when two or more parties wish to form a business relationship while limiting their personal liability under Belgian law. The contract, governed by the Belgian Code of Companies and Associations, details crucial aspects such as capital contributions, profit sharing, management rights, and partner obligations. It's particularly valuable for professional services firms, trading companies, and businesses where partners want to maintain active involvement while protecting their personal assets. The Limited Liability Partnership Contract must be notarized in Belgium and requires registration with the Crossroads Bank for Enterprises (CBE/KBO).

1. Parties: Identification and details of all founding partners, including full legal names, addresses, and registration numbers if applicable

2. Background: Context of the partnership formation, business purpose, and intention of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Declaration of partnership formation, business name, registered office, and duration

5. Business Purpose: Detailed description of the partnership's activities and scope of business

6. Capital Contributions: Details of initial and any agreed future capital contributions from each partner

7. Partnership Interests: Specification of each partner's ownership percentage and voting rights

8. Management Structure: Management arrangements, decision-making processes, and partner authorities

9. Partners' Rights and Obligations: Detailed rights and duties of partners, including participation in management

10. Financial Provisions: Profit sharing, loss allocation, distributions, and accounting principles

11. Banking and Financial Records: Banking arrangements and requirements for financial record-keeping

12. Transfer of Partnership Interests: Rules and restrictions regarding the transfer of partnership interests

13. Admission of New Partners: Process and conditions for admitting new partners

14. Withdrawal and Retirement: Procedures and terms for partner withdrawal or retirement

15. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution and asset distribution

16. Dispute Resolution: Procedures for resolving disputes between partners

17. Governing Law: Confirmation of Belgian law application and jurisdiction

18. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability