��������Ƶ

Articles of Association form the core rulebook for Belgian companies, setting out how the business runs day-to-day. This legal document details everything from shareholder rights and board meetings to how profits get distributed, acting as the company's internal constitution under Belgian Company Law.

Every Belgian business needs Articles of Association when registering with the Crossroads Bank for Enterprises. While the document follows standard requirements from the Code of Companies and Associations, companies can customize many provisions to fit their specific needs. Key sections typically cover share transfers, voting procedures, and management powers.

You need Articles of Association when starting any new company in Belgium - it's a mandatory first step before registering with the Crossroads Bank for Enterprises. This document becomes especially important during major company changes, like bringing in new shareholders, changing your business structure, or expanding operations.

Update your Articles of Association when making significant business decisions such as changing board composition, adjusting voting rights, or modifying share transfer rules. Regular reviews help prevent governance disputes and ensure compliance with Belgian Company Law, particularly during fundraising rounds or when establishing subsidiaries.

• Company Articles Of Association: Standard version for most Belgian businesses, covering basic governance structure and operations
• Limited Company Articles Of Association: Specialized for BV/SRL companies, emphasizing shareholder liability protection and share transfer restrictions
• Articles Of Association For Nonprofit Organization: Tailored for VZW/ASBL entities, focusing on non-profit purposes and member rights
• Memorandum And Articles Of Association: Comprehensive package including both founding principles and operational rules
• Certificate Of Incorporation And Memorandum And Articles Of Association: Complete incorporation bundle with registration documents and governing rules

• Company Founders: Create and sign the initial Articles of Association when establishing their Belgian business entity
• Board of Directors: Ensure compliance with and propose amendments to the Articles, governing the company according to its rules
• Shareholders: Vote on major changes to the Articles and must follow its provisions regarding share transfers and voting rights
• Corporate Lawyers: Draft and revise the Articles to meet legal requirements and protect client interests
• Notaries: Authenticate the Articles and ensure compliance with Belgian law before filing with business registry
• Company Secretary: Maintains and updates the Articles, ensuring proper documentation of amendments

• Company Details: Gather basic information including company name, registered address, business purpose, and initial capital structure
• Shareholder Information: List all founding shareholders with their details and planned share distribution
• Management Structure: Decide on board composition, director appointment rules, and management powers
• Operational Rules: Define procedures for shareholder meetings, voting rights, and profit distribution
• Share Provisions: Specify share transfer restrictions, preemption rights, and any special share classes
• Notarial Review: Schedule an appointment with a Belgian notary to authenticate the final document before registration

• Company Identity: Legal name, type of entity, registered office address, and duration of the company
• Corporate Purpose: Detailed description of business activities and objectives
• Capital Structure: Share types, number of shares, nominal value, and payment requirements
• Management Provisions: Board composition, appointment procedures, powers, and meeting rules
• Shareholder Rights: Voting procedures, profit distribution, and transfer restrictions
• General Meetings: Convening rules, quorum requirements, and decision-making processes
• Dissolution Rules: Procedures for company liquidation and asset distribution
• Amendment Process: Requirements for modifying the Articles of Association

Articles of Association and Memorandum of Association serve different but complementary purposes in Belgian corporate law. While often created together, they handle distinct aspects of company formation and governance.

• Scope and Purpose: Articles of Association focus on internal governance rules and operational procedures, while the Memorandum defines the company's external relationships and basic identity
• Content Focus: Articles detail day-to-day management, shareholder rights, and meeting procedures; Memorandum states company name, registered office, and business objectives
• Modification Process: Articles can be amended through special shareholder resolutions, while Memorandum changes typically require more formal procedures and notarial involvement
• Legal Standing: Articles govern ongoing operations and internal relationships, whereas Memorandum establishes the company's legal existence and relationship with third parties