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A Constitution Document lays out the fundamental rules and principles that govern Belgian organizations, from small businesses to large corporations. It defines how the company operates, who makes decisions, and what rights shareholders have. Think of it as your organization's rule book - similar to how the Belgian Constitution sets the framework for the nation.

Belgian law requires these documents to cover specific elements: the company's name and legal form, its purpose, capital structure, and management procedures. The Constitution Document becomes legally binding once it's signed and filed with the commercial court registry. It's a vital reference point for resolving internal disputes and proving your company's legitimacy to partners and authorities.

You need a Constitution Document when starting any formal business venture in Belgium, from a small startup to a large corporation. This foundational document becomes essential before registering with the Crossroads Bank for Enterprises or opening a business bank account. It's also crucial when bringing in new shareholders, changing your company structure, or expanding operations internationally.

Many organizations update their Constitution Document during major transitions: merging with another company, changing the board structure, or modifying voting rights. Belgian law requires filing these changes with the commercial court within strict deadlines. Having a clear, well-drafted constitution helps prevent internal conflicts and smooths discussions with potential investors or business partners.

• Basic Constitution: The standard version used by most Belgian SMEs, focusing on essential governance rules and shareholder rights
• Extended Constitution: Includes detailed provisions for complex ownership structures, multiple share classes, and specific voting mechanisms
• Professional Corporation Constitution: Tailored for liberal professions like lawyers and doctors, with specific provisions about professional qualification requirements
• Startup Constitution: Streamlined version with flexibility for future funding rounds and investor provisions
• Non-Profit Constitution: Adapted for non-profit organizations (VZW/ASBL), emphasizing social purpose and membership rules

• Founders and Shareholders: Create and approve the Constitution Document, setting core company rules and their rights
• Corporate Lawyers: Draft and review the document to ensure compliance with Belgian law and protect client interests
• Board Members: Follow governance rules outlined in the constitution and make decisions within its framework
• Company Secretary: Maintains and updates the document, ensuring proper filing with authorities
• Notaries: Authenticate the Constitution Document and oversee major modifications
• Commercial Court: Reviews and registers the document, making it legally binding

• Company Details: Gather exact legal name, registered address, and chosen company type (BV/SRL, NV/SA)
• Capital Structure: Determine initial capital, number of shares, and types of shares to be issued
• Founder Information: Collect full legal names, addresses, and contributions of all founding members
• Management Structure: Define board composition, appointment procedures, and decision-making rules
• Corporate Purpose: Write a clear, comprehensive description of business activities
• Voting Rights: Specify shareholder voting mechanisms and majority requirements
• Transfer Rules: Outline procedures for selling or transferring shares

• Company Identity: Legal name, form (BV/SRL or NV/SA), registered office, and duration
• Corporate Purpose: Detailed description of permitted business activities and objectives
• Share Capital: Amount, structure, and classes of shares with associated rights
• Governance Rules: Board composition, appointment procedures, and meeting requirements
• Shareholder Rights: Voting procedures, profit distribution, and transfer restrictions
• Decision Making: Quorum requirements and majority rules for key decisions
• Dissolution Procedures: Rules for company liquidation and asset distribution
• Amendment Process: Procedures for modifying the constitution

While both documents deal with company organization, a Constitution Document differs significantly from a Corporate Governance Document in several key ways. The Constitution Document serves as your company's foundational charter, filed with Belgian authorities, while the Corporate Governance Document provides internal operational guidelines.

• Legal Status: Constitution Documents are legally mandatory and publicly registered; governance documents are internal policies
• Modification Process: Changing a Constitution requires notarial deed and court filing; governance policies can be updated through board approval
• Scope: Constitution covers fundamental structure and shareholder rights; governance focuses on day-to-day management practices
• Binding Nature: Constitution binds all current and future stakeholders; governance documents primarily guide management and board members
• Time of Creation: Constitution exists from company formation; governance documents evolve with organizational needs