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An Operating Agreement sets the ground rules for how a company runs in Belgium, especially common for BVs (besloten vennootschap) and other business structures. It spells out how owners make decisions, share profits, and handle day-to-day operations - think of it as your company's internal rulebook.

Under Belgian company law, while not strictly required, having this agreement helps prevent disputes by clarifying roles, responsibilities, and procedures upfront. It covers key aspects like voting rights, transfer of shares, management structure, and what happens if someone wants to leave the business. Most Belgian businesses create one during company formation or when bringing in new partners.

Create an Operating Agreement when starting a new Belgian business, especially BVs or partnerships. It's crucial to have this in place before bringing in co-owners, accepting investments, or launching complex operations. The agreement becomes particularly valuable when multiple stakeholders need clarity on their rights and responsibilities.

Companies often establish Operating Agreements during major transitions - like expanding the management team, changing ownership structure, or entering new markets. Having clear rules documented helps prevent costly disputes and streamlines decision-making. For Belgian businesses working with international partners, it provides essential governance structure and protects everyone's interests.

• Basic Operating Agreement: Outlines fundamental management and ownership rules, ideal for small Belgian BVs with simple structures
• Comprehensive Operating Agreement: Includes detailed provisions for larger companies, covering complex voting rights, capital contributions, and exit strategies
• Single-Member Operating Agreement: Streamlined version for sole proprietorships converted to BVs, focusing on personal asset protection
• Professional Services Operating Agreement: Tailored for Belgian professional practices like law firms or medical offices, addressing specific industry regulations
• Multi-Class Operating Agreement: Designed for companies with different share classes and investor types, detailing varied voting and profit rights

• Company Founders: Create and sign the Operating Agreement when establishing their BV or other business entity, setting initial terms and expectations
• Business Partners: Join as parties to the agreement when investing in or becoming co-owners of the company
• Corporate Lawyers: Draft and review the agreement to ensure compliance with Belgian law and protect all parties' interests
• Management Team: Follow and implement the agreement's provisions in daily operations and decision-making
• Notaries: Authenticate the Operating Agreement and ensure proper registration with Belgian authorities when required

• Business Details: Gather full legal names of all owners, ownership percentages, and company registration information
• Management Structure: Define roles, voting rights, and decision-making processes for daily operations and major changes
• Financial Framework: Document capital contributions, profit-sharing arrangements, and procedures for additional investments
• Exit Strategy: Plan procedures for ownership transfers, buy-outs, or company dissolution
• Compliance Check: Review Belgian corporate law requirements and industry-specific regulations affecting your business type
• Document Review: Use our platform to generate a comprehensive, legally-sound agreement that includes all essential elements

• Company Identity: Legal name, registered address, business purpose, and duration of the entity
• Ownership Structure: Details of share distribution, classes of shares, and voting rights allocation
• Management Provisions: Decision-making procedures, manager appointments, and meeting requirements
• Capital Contributions: Initial investments, additional funding rules, and profit distribution methods
• Transfer Restrictions: Rules for selling shares, right of first refusal, and admission of new members
• Dispute Resolution: Procedures for handling conflicts and specified jurisdiction under Belgian law
• Amendment Process: Methods for modifying the agreement and required approval thresholds

An Operating Agreement differs significantly from a Contractual Agreement in both scope and purpose. While both are legally binding documents, they serve distinct functions in Belgian business law.

• Purpose and Scope: Operating Agreements govern internal company operations and relationships between owners, while Contractual Agreements typically manage specific transactions or relationships with external parties
• Duration and Flexibility: Operating Agreements are ongoing documents that evolve with the company, whereas Contractual Agreements usually have defined terms and completion points
• Parties Involved: Operating Agreements bind company owners and managers internally, while Contractual Agreements regulate relationships between separate legal entities
• Legal Requirements: Operating Agreements must comply with Belgian company law and corporate governance rules, while Contractual Agreements follow general contract law principles