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Certificate of Incorporation Template for Belgium

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Key Requirements PROMPT example:

Certificate of Incorporation

I need a Certificate of Incorporation for a private limited company in Belgium, detailing the company's name, registered office address, business purpose, share capital, and the names and addresses of the initial directors and shareholders. The document should comply with Belgian corporate law and be suitable for submission to the Belgian Companies Registry.

What is a Certificate of Incorporation?

A Certificate of Incorporation proves that your company legally exists in Belgium. This official document, known locally as "acte constitutif/oprichtingsakte," comes from the registry of the Enterprise Court after you complete the formal incorporation process and register with the Crossroads Bank for Enterprises (BCE/KBO).

Belgian law requires you to keep this certificate as proof of your company's legal status. It contains key details about your business: the company name, legal form (like SA/NV or SRL/BV), registered address, founding date, and initial capital. Banks and government agencies often ask to see this certificate when you're opening accounts, applying for licenses, or signing major contracts.

When should you use a Certificate of Incorporation?

Your Belgian Certificate of Incorporation becomes essential when dealing with banks, government agencies, and business partners. You need it to open corporate bank accounts, apply for business loans, register for VAT, and set up contracts with major suppliers or clients. It's your primary proof that your company exists as a legal entity.

Belgian authorities and potential investors often request this certificate during regulatory inspections, merger negotiations, or due diligence processes. Keep it readily available for tender submissions, public procurement applications, and when expanding operations into new regions. Many administrative procedures with the BCE/KBO also require you to reference or present this document.

What are the different types of Certificate of Incorporation?

Who should typically use a Certificate of Incorporation?

  • Company Founders: Must obtain the Certificate of Incorporation when establishing their business entity and remain responsible for maintaining its accuracy
  • Notaries: Prepare and authenticate the incorporation documents, ensuring compliance with Belgian company law
  • Enterprise Court Officials: Issue and register the certificate after verifying all legal requirements are met
  • Bank Officers: Review the certificate when opening corporate accounts or processing business loans
  • Business Partners: Request and verify the certificate before entering major contracts or partnerships
  • Government Agencies: Use the certificate to verify company status for permits, licenses, and tax purposes

How do you write a Certificate of Incorporation?

  • Company Details: Gather your proposed company name, legal form (SA/NV or SRL/BV), and registered office address
  • Capital Information: Prepare details about your initial capital, share structure, and shareholder contributions
  • Founder Information: Collect identification documents and contact details for all founding members
  • Business Activities: Define your company's main activities and purpose for the articles of association
  • Management Structure: Decide on director appointments and management roles
  • Notary Appointment: Schedule a meeting with a Belgian notary to authenticate your documents
  • Document Generation: Use our platform to create a legally compliant Certificate of Incorporation template with all required elements

What should be included in a Certificate of Incorporation?

  • Company Identity: Full legal name, type of company (SA/NV or SRL/BV), registration number, and registered office address
  • Share Capital: Details of authorized capital, number of shares issued, and their nominal value
  • Corporate Purpose: Clear description of permitted business activities and operational scope
  • Founder Information: Names, addresses, and identification numbers of all founding members
  • Management Structure: Appointment of directors, their powers, and decision-making procedures
  • Authentification: Notary's official seal and signature, plus registration details from the Enterprise Court
  • Legal Declarations: Confirmation of compliance with Belgian Company Code requirements

What's the difference between a Certificate of Incorporation and an Articles of Incorporation?

While both documents relate to company formation, a Certificate of Incorporation differs significantly from an Articles of Incorporation. The Certificate serves as official proof of your company's existence, while Articles outline how your company operates.

  • Timing and Purpose: The Certificate comes after incorporation is approved, proving legal status. Articles must be drafted and submitted before incorporation as part of the application process
  • Content Scope: Certificates contain basic registration details and confirmation of legal existence. Articles detail internal rules, shareholder rights, and management structure
  • Legal Usage: You show the Certificate to third parties as proof of existence. Articles guide internal operations and dispute resolution
  • Modification Process: Certificates rarely change except for administrative updates. Articles can be amended through shareholder voting and notarial deed

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