All Countries
Corporate Governance
Memorandum And Articles Of Association

Memorandum And Articles Of Association Template for Belgium

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Memorandum And Articles Of Association

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Memorandum And Articles Of Association

"I need a Belgian Memorandum and Articles of Association for a technology startup to be incorporated in March 2025, with provisions for multiple share classes and employee stock options, specifically designed for a company planning to seek venture capital funding within its first year."

Celebrated by
Collaborations with
Investors
Document background
The Memorandum And Articles of Association is a mandatory document required for company incorporation in Belgium, governed by the Belgian Code of Companies and Associations (CCA). This document serves as the company's constitutional framework, combining both the deed of incorporation and the operational rulebook. It must be prepared when establishing any new company in Belgium and requires notarization by a Belgian notary public. The document includes crucial information such as company details, share capital structure, management framework, shareholder rights, and governance procedures. It forms the basis for all corporate actions and decisions, and any subsequent modifications must follow specific legal procedures and be published in the Belgian Official Gazette. The document needs to reflect the specific requirements of the chosen corporate form (such as SA/NV or SRL/BV) and must comply with both federal and regional regulations.
Suggested Sections

1. Incorporation Details: Names, addresses, and details of the founding shareholders/members and their initial contributions

2. Company Name and Form: Legal name of the company and its chosen corporate form (SA/NV, SRL/BV, etc.)

3. Registered Office: Official registered address and region of the company

4. Corporate Purpose: Detailed description of the company's business activities and objectives

5. Duration: Period of existence of the company (typically unlimited)

6. Capital Structure: Details of share capital, types of shares, and their associated rights

7. Share Transfer Provisions: Rules and restrictions regarding the transfer of shares

8. Management Structure: Composition and powers of the management body (board of directors)

9. General Meetings: Rules for conducting shareholder meetings, voting rights, and procedures

10. Financial Year and Accounts: Provisions regarding financial year, accounting records, and distribution of profits

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

Optional Sections

1. Conflict Resolution: Specific procedures for resolving disputes between shareholders, used in companies with multiple shareholders

2. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase shares before third parties, important for closely-held companies

3. Tag-Along and Drag-Along Rights: Special provisions for share sales in larger or venture-backed companies

4. Specialized Committees: Provisions for audit, remuneration, or other committees, typically included for larger companies

5. Branch Offices: Provisions for establishing and managing branch offices, relevant for companies planning geographic expansion

6. Industry-Specific Provisions: Special provisions required for regulated industries like financial services or healthcare

7. Electronic Communication: Provisions for electronic meetings and communications, increasingly common post-COVID

8. Share Option Schemes: Framework for employee share options, relevant for companies planning employee incentive schemes

Suggested Schedules

1. Initial Shareholders: Detailed list of founding shareholders with their shareholdings and contributions

2. Share Capital History: Record of initial capital and any authorized but unissued capital

3. Form of Share Certificate: Template for share certificates if physical certificates are to be issued

4. Professional Rules: Any specific professional or ethical rules applicable to the company's activities

5. Initial Directors: List of first directors and their details

6. Powers of Attorney: Standard forms of power of attorney for company representatives

7. Company Seal: Design and rules for use of company seal (if applicable)

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
Articles
Board
Business Day
Chairman
Company
Corporate Purpose
Director
Electronic Communication
Financial Year
General Meeting
Management Body
Managing Director
Member
Memorandum
Office
Ordinary Resolution
Person
Register of Members
Registered Office
Secretary
Share
Share Capital
Shareholder
Special Resolution
Statutes
Subsidiary
Transfer
Voting Rights
Written Resolution
Working Days
Authorized Representative
Conflict of Interest
Control
Corporate Entity
Related Party
Seal
Securities
Special Notice
Statutory Auditor
Supervisory Board
Clauses
Company Formation
Share Capital
Share Transfer
Share Rights and Restrictions
Corporate Governance
Board Powers
Board Meetings
General Meetings
Voting Rights
Dividend Rights
Financial Administration
Appointment of Directors
Director Duties
Director Remuneration
Conflicts of Interest
Company Secretary
Record Keeping
Notices
Seal Usage
Amendment Procedures
Dissolution
Winding Up
Dispute Resolution
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Electronic Communications
Shareholder Reserved Matters
Proxies and Representatives
Indemnification
Corporate Purpose
Registered Office
Branch Establishment
Audit and Accounts
Annual Reporting
Share Certificates
Transfer Restrictions
Quorum Requirements
Majority Requirements
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Energy

Transportation

Telecommunications

Education

Agriculture

Entertainment

Hospitality

Consulting

Legal Services

Non-Profit Organizations

Relevant Teams

Legal

Corporate Governance

Compliance

Board of Directors

Corporate Secretariat

Risk Management

Corporate Affairs

Executive Management

Administrative

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Governance Officer

General Counsel

Legal Administrator

Company Director

Corporate Secretary

Shareholder Representative

Legal Operations Manager

Risk Manager

Corporate Affairs Director

Industries
Belgian Code of Companies and Associations (CCA) 2019: The primary legislation governing company formation, structure, and operation in Belgium. It provides the fundamental requirements for Memorandum and Articles of Association.
Royal Decree implementing the CCA: Provides detailed regulations and practical implementation guidelines for the CCA, including specific requirements for company documentation.
Belgian Civil Code: Contains general contract law principles that apply to company formation documents and shareholder agreements.
Belgian Corporate Governance Code 2020: Provides governance guidelines and best practices that should be reflected in the Articles of Association, particularly for larger companies.
Act on the Crossroads Bank for Enterprises: Regulates company registration requirements and procedures that need to be addressed in the formation documents.
Belgian Competition Law: May affect certain provisions in the Articles of Association regarding business activities and restrictions.
Belgian Privacy Law and GDPR: Relevant for provisions regarding data protection and privacy in company operations and shareholder information management.
Belgian Tax Code: Impacts provisions regarding company structure, profit distribution, and financial management.
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

Find the exact document you need

Limited Company Articles Of Association

Belgian Limited Company Articles of Association: foundational document establishing company structure and governance under Belgian law.

find out more

Certificate Of Incorporation And Memorandum And Articles Of Association

A Belgian corporate constitutional document that certifies company formation and establishes its governing rules under the Belgian Code of Companies and Associations.

find out more

Bylaws And Articles Of Association

Belgian corporate governance document establishing a company's fundamental rules and structure under the Belgian Code of Companies and Associations.

find out more

Articles Of Association For Nonprofit Organization

A legally required foundational document establishing a nonprofit organization's structure and governance under Belgian law.

find out more

Company Articles Of Association

Belgian Articles of Association: A foundational legal document establishing a company's structure and governance under Belgian law.

find out more

Articles Of Association And Shareholders Agreement

Belgian law-governed foundational corporate documents combining Articles of Association and Shareholders Agreement to establish company structure and shareholder relations.

find out more

Memorandum And Articles Of Association

A foundational Belgian corporate document that establishes a company's legal structure and operational rules under the Belgian Code of Companies and Associations.

find out more

Deed Of Association

A Belgian notarized legal document that establishes a company's existence and defines its fundamental characteristics under Belgian corporate law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.