Memorandum Of Association For Company Limited By Guarantee Template for Belgium

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Key Requirements PROMPT example:

Memorandum Of Association For Company Limited By Guarantee

"I need a Memorandum of Association for a Company Limited by Guarantee to establish a private educational institution in Brussels, with a guarantee amount of €15,000 per member, to be operational by March 2025, including specific provisions for academic board governance and student representation."

Document background
The Memorandum of Association for a Company Limited by Guarantee is a crucial document in Belgian corporate law, typically used when establishing non-profit organizations, professional associations, or social enterprises where traditional share capital is not suitable. This document is required under the Belgian Code of Companies and Associations and must be prepared and executed when founding a company where members provide guarantees instead of purchasing shares. It contains essential information about the company's structure, objectives, governance, and the specific guarantee commitments of its members. The memorandum must be drafted in compliance with Belgian legal requirements, including specific provisions for companies limited by guarantee, and requires notarization before being registered with the Belgian Enterprise Registry. This document type is particularly relevant for organizations focused on social, educational, or charitable purposes, where profits are reinvested rather than distributed to members.
Suggested Sections

1. Parties: Details of the founding members who will become guarantors of the company

2. Background: Context of the company formation and intention to establish as a company limited by guarantee

3. Definitions: Key terms used throughout the memorandum, including specific Belgian legal terminology

4. Company Name and Form: Official name of the company and specification of its legal form as a company limited by guarantee under Belgian law

5. Registered Office: Official registered address of the company in Belgium

6. Purpose and Activities: Detailed description of the company's objectives and permitted activities

7. Duration: Period for which the company is established (typically indefinite)

8. Guarantee Provisions: Details of the guarantee amount committed by each member and conditions of the guarantee

9. Membership: Rules regarding admission, withdrawal, and expulsion of members

10. General Meetings: Procedures for conducting general meetings, voting rights, and decision-making processes

11. Board of Directors: Composition, appointment, powers, and functioning of the board

12. Daily Management: Provisions for day-to-day management and delegation of powers

13. Representation: Rules regarding who can legally represent the company

14. Financial Provisions: Financial year, accounts, audit requirements, and allocation of results

15. Dissolution and Liquidation: Procedures for dissolving the company and handling liquidation

Optional Sections

1. Internal Rules: Additional internal regulations, recommended when detailed operational procedures are needed

2. Conflicts of Interest: Specific procedures for handling conflicts of interest, recommended for larger organizations

3. Committees: Provisions for establishing specialized committees, useful for larger organizations or specific sectors

4. Intellectual Property: Provisions regarding IP rights, necessary when the company will develop or use significant IP

5. Branch Offices: Provisions for establishing branch offices, needed if geographic expansion is planned

6. Electronic Communication: Provisions for electronic meetings and communications, recommended for modern operations

Suggested Schedules

1. List of Initial Members: Details of founding members including their identification and guarantee commitments

2. Initial Board Members: Names and details of the first board of directors

3. Form of Guarantee Commitment: Template for the formal guarantee commitment to be made by members

4. Powers of Attorney: Standard forms for delegation of powers within the company

5. Initial Business Plan: Overview of the company's planned activities and financial projections

6. Compliance Certificates: Required regulatory and compliance certificates for company formation

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
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Non-Profit Organizations

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Professional Associations

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Relevant Teams

Legal

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Administration

Risk Management

Executive Leadership

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Regulatory Affairs

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Relevant Roles

Legal Counsel

Company Secretary

Corporate Lawyer

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Board Director

Chief Executive Officer

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Regulatory Affairs Manager

Non-Profit Director

Governance Officer

Risk Manager

Corporate Services Manager

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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