Articles of incorporation
Articles of incorporation are the basic document used to create a new company. They are a legal deed making it possible to create new rights. Depending on the type of company being founded, it may or may not be necessary to draw up the articles of incorporation:
- as an official deed (notarised deed);
- or as a private deed.
Official deed or notarised deed
If you opt for one of the most common types of company (SPRL, SA, SCRL), the articles of incorporation must be drawn by a notary as a notarised deed. As a result, the articles will be legally binding and enjoy legal certainty. The signatories to the articles may invoke legal certainty amongst themselves and in their dealings with anyone not covered by the articles.
The 'private deed' is a written agreement established by the parties themselves or by a third party. The deed is signed by the parties or by a person designated by the parties as a proxy with a view to settling contractual situations (sale, rental, company, employment contract, etc.).
For more information:
Formalities prior to founding a company (French-Dutch)
Documents needed for drawing up articles of incorporation
To have articles of incorporation drawn up, you will need the following documents:
- a financial plan;
- for cash contributions: proof that a bank account has been opened in the name of the company being created;
- for contributions in kind: a report drafted by a company auditor.
Registering the articles of incorporation with the commercial court
Companies which have corporate status must register an extract from their articles of incorporation with the commercial court in the legal district in which their registered office is located and must do so within 15 days following the founding of the company.
Since June 2006, notaries have been able to register articles of incorporation electronically with the Central Enterprise Databank (BCE/KBO), the commercial court and the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) in a single operation. As a result, a company can now be launched in just four days.
Information that must be mentioned in the articles of incorporation
The articles of incorporation comprise the following information:
- the name of the company, including any abbreviations or acronyms;
- the legal form of the company;
- the address of the registered office;
- the date of the company's articles of incorporation;
- the particulars of the individuals authorised to administer the company, enter the company into binding arrangements or liquidate the company;
- the date of dissolution, if the company was founded for a defined period;
- the date of the annual general meeting;
- the start and end dates of the financial year;
- the amount of the company capital;
- the identity of the director or manager responsible for day-to-day administration.
Results of registration with the commercial court
By registering the articles of incorporation with the commercial court, the company will:
- obtain corporate status;
- obtain an enterprise number issued by Central Enterprise Databank (BCE/KBO);
- ensure that its articles of incorporation are enforceable in respect of third parties.