The Articles of Corporation and Bylaws are fundamental documents required when establishing any corporate entity in Belgium. These documents must comply with the Belgian Code of Companies and Associations (CCA) and are typically prepared during the company formation process. They establish the company's legal identity, outline its organizational structure, define shareholder rights and obligations, and set forth governance procedures. The documents are filed with the Belgian Commercial Court and published in the Belgian Official Gazette. They serve as the primary reference for corporate governance matters and are essential for both daily operations and significant corporate decisions. Updates to these documents require specific procedures and often involve a notary public, making them crucial reference documents for corporate governance and compliance.
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1. Article 1 - Legal Form and Name: Specifies the company's legal form (SA/NV, SRL/BV, etc.) and official name in accordance with Belgian law
2. Article 2 - Registered Office: States the company's official registered address and provisions for its transfer within Belgium
3. Article 3 - Corporate Purpose: Detailed description of the company's business activities and objectives
4. Article 4 - Duration: Specifies whether the company is formed for a limited or unlimited duration
5. Article 5 - Capital and Shares: Details of the company's capital structure, types of shares, and their associated rights
6. Article 6 - Share Transfer Restrictions: Rules and procedures governing the transfer of shares
7. Article 7 - Management Structure: Composition and powers of the management body (board of directors or similar)
8. Article 8 - General Meetings: Rules for conducting shareholder meetings, voting rights, and procedures
9. Article 9 - Financial Year and Annual Accounts: Defines the financial year and requirements for financial reporting
10. Article 10 - Profit Distribution: Rules for dividend distribution and allocation of profits
11. Article 11 - Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Article on Bonds and Securities: Include when the company plans to issue bonds or other securities
2. Article on Daily Management: Include for larger companies requiring delegation of day-to-day management
3. Article on Audit Committee: Required for listed companies or large companies meeting certain criteria
4. Article on Conflicts of Interest: Detailed procedures for handling conflicts of interest, recommended for larger companies
5. Article on Electronic Communication: Include if the company wants to enable electronic shareholder meetings and communications
6. Article on Branch Offices: Include if the company plans to establish branch offices
7. Article on Specialized Committees: Include for companies planning to establish specialized board committees
8. Article on Share Classes: Include when the company has multiple share classes with different rights
1. Schedule 1 - Initial Shareholders: List of founding shareholders with their share subscriptions and contributions
2. Schedule 2 - Share Capital History: Detailed breakdown of share capital formation and contributions
3. Schedule 3 - Management Rules: Detailed internal rules for management body operations
4. Schedule 4 - Share Transfer Procedures: Detailed procedures and forms for share transfers
5. Schedule 5 - Corporate Governance Charter: Detailed corporate governance guidelines and procedures
6. Appendix A - Powers of Attorney: Standard forms for delegation of powers
7. Appendix B - Meeting Procedures: Detailed procedures for conducting various corporate meetings
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