The Memorandum of Incorporation is a mandatory legal document required when establishing a company in Belgium. It must comply with the Belgian Code of Companies and Associations (BCCA) and be executed in the presence of a notary public. The document serves as the foundation of the company's legal existence, detailing crucial information such as share capital, management structure, corporate purpose, and shareholder rights. It's particularly important as it establishes the framework within which the company will operate and governs relationships between shareholders, directors, and other stakeholders. The document must be drafted in one of Belgium's official languages (Dutch, French, or German) depending on the company's location, and requires registration with the local commercial court and publication in the Belgian Official Gazette.
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1. Incorporation Details: Basic information including date of incorporation, notary details, and company identification
2. Company Name and Form: Legal name of the company and its chosen legal form (e.g., NV/SA or BV/SRL)
3. Registered Office: Official address and jurisdiction of the company
4. Corporate Purpose: Detailed description of the company's activities and objectives
5. Duration: Period of existence of the company (typically unlimited)
6. Capital Structure: Details of share capital, number and classes of shares, and their nominal value
7. Share Transfer Provisions: Rules and restrictions regarding the transfer of shares
8. Management Structure: Composition and powers of the board of directors or management board
9. Shareholders' Meetings: Rules for convening and conducting general meetings
10. Financial Year and Accounts: Specification of financial year and provisions for accounts and audit
11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Share Classes and Rights: Detailed provisions for different share classes and associated rights (required if multiple share classes exist)
2. Pre-emption Rights: Specific provisions for existing shareholders' rights to purchase new shares (common in private companies)
3. Conflict Resolution: Specific procedures for resolving disputes between shareholders
4. Tag-Along and Drag-Along Rights: Special provisions for share transfer scenarios in case of company sale
5. External Auditor Provisions: Required if the company meets certain size criteria or opts for voluntary audit
6. Branch Offices: Provisions for establishing and managing branch offices (if applicable)
7. Special Rights and Obligations: Any special rights granted to founders or other parties
1. Initial Shareholders: List of founding shareholders with their details and shareholdings
2. Share Capital Contributions: Detailed breakdown of initial capital contributions
3. Board Members: Initial board composition and director details
4. Asset Valuations: If contributions in kind, detailed valuation reports
5. Special Powers of Attorney: Any special powers granted for company formation
6. Company Rules: Internal regulations and procedures supplementing the MOI
7. Historical Amendments: Record of modifications to the original MOI
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