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Memorandum Of Incorporation

Memorandum Of Incorporation Template for Belgium

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Key Requirements PROMPT example:

Memorandum Of Incorporation

"I need a Memorandum of Incorporation for a Belgian technology startup, structured as a BV/SRL with an initial capital of €10,000, planning to incorporate in March 2025, with provisions for future venture capital investment and employee stock options."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Clauses
Company Formation
Corporate Purpose
Share Capital
Share Transfer
Management and Representation
General Meetings
Voting Rights
Board Composition
Decision Making
Financial Statements
Profit Distribution
Reserve Funds
Shareholder Rights
Pre-emption Rights
Transfer Restrictions
Dissolution
Liquidation
Dispute Resolution
Appointment Powers
Quorum Requirements
Notice Provisions
Amendment Procedures
Audit Requirements
Corporate Governance
Powers of Attorney
Registered Office
Duration
Fiscal Year
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Energy

Telecommunications

Construction

Agriculture

Transportation

Education

Hospitality

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Leadership

Administrative

Risk Management

Corporate Affairs

Company Secretariat

Business Development

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Corporate Governance Officer

Director of Operations

Business Development Director

Risk Manager

Investment Manager

Corporate Administrator

Board Member

Managing Director

General Counsel

Industries
Belgian Code of Companies and Associations (BCCA) 2019: The primary legislation governing company formation and operation in Belgium, including requirements for memorandum of incorporation, share capital, management structure, and corporate governance
Royal Decree implementing the BCCA: Detailed regulations and practical implementation guidelines for the BCCA, including specific requirements for company documentation and filing procedures
Belgian Civil Code: Fundamental legal principles affecting contracts and legal entities in Belgium, including general principles of contract law that apply to corporate documents
Regional Business Registration Laws: Specific requirements for business registration in the relevant Belgian region (Brussels-Capital, Flanders, or Wallonia) where the company will be registered
Belgian Enterprise Registration Act: Laws governing the registration of businesses in the Crossroads Bank for Enterprises (CBE/KBO/BCE)
Belgian Tax Code: Tax legislation affecting company formation and operation, including VAT registration requirements and corporate tax obligations
EU Directive 2017/1132: European Union directive relating to certain aspects of company law, which influences Belgian corporate legislation
Anti-Money Laundering Law of 18 September 2017: Legislation regarding beneficial ownership registration and anti-money laundering requirements for company formation
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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