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.
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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
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
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
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