Standard Articles of Incorporation are required when establishing any new company in Belgium, serving as the foundational document that brings the legal entity into existence. This document must comply with the Belgian Code of Companies and Associations and includes crucial information about the company's identity, purpose, and operational framework. It is typically prepared with the assistance of legal counsel and must be executed before a notary public. The Standard Articles of Incorporation contain mandatory provisions regarding share capital, management structure, shareholder rights, and corporate governance. After notarization, the document must be filed with the Commercial Court and published in the Belgian Official Gazette. This document remains relevant throughout the company's existence and may require amendments as the company evolves.
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1. Company Name and Legal Form: Specification of the company's official name and chosen legal form (e.g., BV/SRL, NV/SA)
2. Registered Office: Official address and region of the company's registered office
3. Corporate Purpose: Detailed description of the company's business activities and objectives
4. Duration: Statement of company duration (typically indefinite)
5. Capital Structure: Details of share capital, number and classes of shares, and their associated rights
6. Share Transfer Provisions: Rules governing the transfer of shares between shareholders and to third parties
7. Management Structure: Composition, powers, and functioning of the management body
8. Shareholders' Meetings: Rules for convening and conducting shareholders' meetings, voting rights
9. Financial Year: Definition of the company's financial year and provisions for annual accounts
10. Dissolution and Liquidation: Procedures for company dissolution and distribution of assets
1. Multiple Classes of Shares: Detailed provisions for different share classes with varying rights and obligations, used when the company wants to create different categories of shareholders
2. Board Committees: Provisions for establishing specialized committees (audit, remuneration, etc.), typically used in larger companies
3. Conflicts of Interest: Specific procedures for handling conflicts of interest beyond statutory requirements
4. Drag-Along and Tag-Along Rights: Special provisions for share transfers in case of company sale, typically used in companies with multiple shareholders
5. External Representation: Specific rules about who can represent the company beyond statutory requirements
1. Initial Shareholders: List of founding shareholders with their identification details and initial shareholdings
2. Contribution Details: Detailed description of initial contributions (cash, kind, or services) by each founder
3. Initial Directors: List of initial directors and their details
4. Share Certificate Template: Template for share certificates if physical certificates will be issued
5. Bank Certificate: Proof of capital deposit in a blocked bank account (for capital contributions)
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