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Articles of Organization
I need Articles of Organization for a new limited liability company in Belgium, detailing the company's name, registered office, purpose, management structure, and initial capital contributions, with provisions for member meetings and decision-making processes. The document should comply with Belgian legal requirements and be drafted in both French and Dutch.
What is an Articles of Organization?
Articles of Organization (or "statuten" in Dutch/"statuts" in French) are the foundational legal documents you need to create a company in Belgium. They spell out your company's basic structure, including its name, registered office, purpose, and how shares are distributed among founders.
Under Belgian company law, these documents must be filed with a notary and published in the Belgian Official Gazette before your business can legally exist. They're especially important because they set the rules for how your company will operate and protect both shareholders and directors by clearly defining their rights and responsibilities. Think of them as your company's constitution - they're the ground rules everyone must follow.
When should you use an Articles of Organization?
You need Articles of Organization when starting any new company in Belgium - it's a legal requirement, not an optional step. Most entrepreneurs prepare these documents while working with their notary during the company formation process, typically right after deciding on their business structure and before seeking funding or signing contracts.
These documents become crucial when bringing in new shareholders, applying for business loans, or entering major contracts. Belgian banks and potential business partners often request to see your Articles of Organization to verify your company's legal status and decision-making structure. Having clear, well-drafted Articles also helps prevent internal disputes by establishing transparent rules for company operations.
What are the different types of Articles of Organization?
- Company's Articles Of Association: Standard version for traditional business corporations, covering basic governance structure and shareholder rights
- Nonprofit Certificate Of Incorporation: Specialized version for non-profit organizations, focusing on social purpose and asset distribution rules
- Articles Of Incorporation Foundation: Tailored for Belgian foundations, emphasizing charitable purposes and board structure
- Community Interest Company Articles Of Association: Designed for social enterprises, balancing community benefit with limited profit distribution
Who should typically use an Articles of Organization?
- Company Founders: Initiate and sign the Articles of Organization when establishing their business entity in Belgium
- Notaries: Draft and authenticate the documents, ensuring compliance with Belgian law and proper filing with authorities
- Shareholders: Must follow the rules set out in the Articles regarding share transfers, voting rights, and profit distribution
- Board Members: Operate within the governance framework established by the Articles, including decision-making procedures
- Corporate Lawyers: Review and advise on Articles' content, especially during company formation or amendments
- Business Registry Officials: Process and maintain official records of Articles for public access
How do you write an Articles of Organization?
- Company Details: Decide on company name, registered office address, and business purpose - check availability through Belgian business registry
- Capital Structure: Determine initial capital, number of shares, and their distribution among founders
- Management Rules: Plan your governance structure, including board composition and decision-making procedures
- Founder Information: Gather identification documents and contact details for all founding members
- Notary Appointment: Schedule a meeting with a Belgian notary to review and authenticate your Articles
- Documentation: Prepare proof of capital deposit and business plan for registration
- Final Review: Our platform helps ensure all mandatory elements are included and legally compliant
What should be included in an Articles of Organization?
- Company Identity: Legal name, type of company (SA/BV), registered office address, and duration
- Corporate Purpose: Detailed description of all business activities the company plans to undertake
- Share Capital: Amount of initial capital, number and types of shares, rights attached to shares
- Management Structure: Board composition, appointment procedures, powers, and meeting rules
- Shareholder Rights: Voting procedures, profit distribution, transfer restrictions
- Financial Year: Dates of fiscal year and annual general meeting requirements
- Dissolution Rules: Procedures for company liquidation and asset distribution
- Amendment Process: Rules for modifying the Articles in the future
What's the difference between an Articles of Organization and an Articles of Incorporation?
Articles of Organization are often confused with Articles of Incorporation in Belgium. While both documents establish a company's legal existence, they serve different purposes and have distinct requirements under Belgian law.
- Legal Foundation: Articles of Organization outline internal governance rules and operational procedures, while Articles of Incorporation focus on the formal establishment of the company with authorities
- Timing and Use: Articles of Incorporation come first during company formation, followed by Articles of Organization which provide detailed operational guidelines
- Content Scope: Articles of Organization contain specific rules about shareholder rights, board operations, and profit distribution. Articles of Incorporation mainly state basic company information for registration
- Modification Process: Articles of Organization can be amended through shareholder meetings, while Articles of Incorporation changes require more formal procedures with regulatory authorities
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