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Certificate Of Incorporation And Memorandum And Articles Of Association

Certificate Of Incorporation And Memorandum And Articles Of Association Template for Belgium

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Key Requirements PROMPT example:

Certificate Of Incorporation And Memorandum And Articles Of Association

"I need a Certificate of Incorporation and Memorandum and Articles of Association for a standard Belgian private limited company (BV/SRL) planned to launch in March 2025, with three founding shareholders having equal ownership and standard governance provisions."

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Document background
The Certificate of Incorporation and Memorandum and Articles of Association is a mandatory document for establishing any company in Belgium. It serves dual purposes: officially certifying the company's existence and detailing its operational framework. This document is required under the Belgian Code of Companies and Associations (CCA) 2019 and must be prepared in compliance with Belgian corporate law. It includes essential information such as company name, registered office, corporate purpose, capital structure, management provisions, and shareholder rights. The document must be executed before a notary public and registered with the Crossroads Bank for Enterprises (CBE/KBO). It forms the foundation for all corporate actions and decisions, and amendments typically require shareholder approval and notarial intervention.
Suggested Sections

1. Certificate of Incorporation: Official statement certifying the company's formation, including registration details, company name, and incorporation date

2. Company Details: Basic information including company name, legal form, registered office address, and duration

3. Corporate Purpose: Detailed description of the company's activities and objectives

4. Capital Structure: Details of share capital, number and classes of shares, and their associated rights

5. Management and Representation: Rules regarding appointment, powers, and functioning of management bodies

6. Shareholders' Rights and Obligations: Provisions regarding shareholders' rights, voting procedures, and transfer of shares

7. General Meetings: Rules for convening and conducting shareholders' meetings

8. Financial Year and Annual Accounts: Provisions regarding financial year, preparation and approval of annual accounts

9. Dissolution and Liquidation: Procedures for company dissolution and liquidation

Optional Sections

1. Specific Share Transfer Restrictions: Additional restrictions on share transfers, used when shareholders want to include specific transfer limitations

2. Conflict Resolution Mechanisms: Specific procedures for resolving disputes, optional but recommended for companies with multiple shareholders

3. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of sale to third parties, typically used in companies with multiple shareholders

4. Specific Voting Arrangements: Special voting arrangements or requirements, used when standard voting procedures need modification

5. Board Committees: Rules regarding specific committees, used in larger companies or when required by law

6. Founders' Special Rights: Special rights or obligations of company founders, if any are to be established

Suggested Schedules

1. Initial Shareholders Register: List of initial shareholders with their respective shareholdings and details

2. Share Capital Payment Confirmation: Bank certificate confirming payment of initial share capital

3. Financial Plan: Detailed financial planning document required for company formation

4. Initial Directors' Acceptance: Written acceptance of appointment by initial directors

5. Registered Office Agreement: If applicable, agreement for use of registered office address

6. Professional Declarations: Any required professional or regulatory declarations specific to the company's activities

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
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Relevant Industries

All Commercial Sectors

Financial Services

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Manufacturing

Retail

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Healthcare

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Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Executive Management

Board of Directors

Risk Management

Corporate Affairs

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Director of Corporate Affairs

Corporate Governance Officer

Legal Administrator

Company Director

Business Development Manager

Risk Manager

Corporate Operations Manager

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