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Startup Articles Of Incorporation

Startup Articles Of Incorporation Template for Belgium

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Startup Articles Of Incorporation

"I need Startup Articles of Incorporation for a Belgian technology company to be incorporated in March 2025, with three co-founders having different share classes and including provisions for future investment rounds and employee stock options."

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Document background
The Startup Articles of Incorporation is a mandatory legal document required when establishing a new company in Belgium. It must be prepared and executed in accordance with the Belgian Code of Companies and Associations (CAC/WVV), which underwent significant reform in 2019. This document is essential for any entrepreneur or group of founders looking to establish a formal business entity in Belgium, particularly in the form of a Private Limited Company (SRL/BV) or Public Limited Company (SA/NV). The Articles must be drafted in one of Belgium's official languages (Dutch, French, or German) depending on the company's location, and must be executed before a Belgian notary public. The document includes crucial information about the company's structure, governance, share capital, and operations, serving as the foundational document for the startup's legal existence and future operations.
Suggested Sections

1. Identification of Founders: Details of all founding members including full names, addresses, and legal capacity

2. Company Form and Name: Specification of company type (typically SRL/BV) and official company name in Dutch and/or French

3. Registered Office: Official address and region of the company's registered office

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

5. Duration: Period of company existence (typically indefinite)

6. Capital Structure: Details of initial capital, number and classes of shares, and their allocation

7. Share Transfer Restrictions: Rules and procedures governing the transfer of shares

8. Management Structure: Composition, powers, and functioning of the management body

9. General Meetings: Rules for convening and conducting shareholder meetings

10. Financial Year: Specification of the financial year and annual accounts requirements

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, used when planning multiple investment rounds

2. Drag-Along Rights: Provisions forcing minority shareholders to join in the sale of shares, relevant for future exit scenarios

3. Tag-Along Rights: Rights allowing minority shareholders to join in share sales, protecting minority interests

4. Anti-Dilution Provisions: Protections against share dilution, important for early investors

5. Intellectual Property Rights: Specific provisions regarding IP ownership and transfer, crucial for technology startups

6. Board Committees: Structure and powers of specific committees, useful for larger or more complex organizations

7. Founder Vesting: Provisions regarding founder share vesting schedules, important for investor security

8. Digital Meeting Provisions: Rules for conducting virtual meetings and digital voting, relevant for modern operations

Suggested Schedules

1. Share Capital Table: Detailed breakdown of share ownership and capital contributions

2. Initial Board Members: List of initial directors and their details

3. Specimen Signatures: Official signatures of founding members and initial directors

4. Financial Plan: Required financial plan demonstrating company viability

5. Founder Agreements: Any specific agreements between founders regarding roles and responsibilities

6. Share Transfer Form Template: Standard form for future share transfers

7. Company Rules of Procedure: Internal regulations and operational procedures

8. Powers of Attorney: Templates and specifications for delegation of authority

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













































Clauses









































Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Biotechnology

Manufacturing

Professional Services

Software Development

Clean Technology

Consumer Goods

Media and Entertainment

Real Estate

Food and Beverage

Education Technology

Logistics and Transportation

Relevant Teams

Legal

Executive Leadership

Board of Directors

Corporate Governance

Finance

Compliance

Administrative

Company Secretariat

Corporate Affairs

Risk Management

Relevant Roles

CEO

Founder

Co-founder

Legal Counsel

Corporate Secretary

Chief Financial Officer

Chief Legal Officer

Board Member

Director

Company Secretary

Compliance Officer

General Counsel

Managing Director

Corporate Governance Officer

Investment Manager

Startup Attorney

Business Development Manager

Industries









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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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