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Model Articles of Association are standardized templates created by Belgian business regulators that provide a ready-made legal framework for new companies. These templates cover the basic rules and procedures for running a business entity, from shareholder meetings to director appointments.

Companies can adopt these model articles as-is or customize them to fit specific needs, saving time and legal costs during incorporation. While particularly helpful for small and medium enterprises, they ensure compliance with Belgian Company Code requirements and offer a proven structure that courts and stakeholders readily understand.

Model Articles of Association work best when launching a new Belgian company, especially if you need to move quickly and keep costs down. They're particularly valuable for straightforward business structures where the standard governance framework fits your needs - like small retail businesses, professional services firms, or typical SMEs.

These templates prove essential during time-sensitive company formations when legal budgets are tight. They also help during restructuring phases or when updating outdated articles to match current Belgian corporate law. Many entrepreneurs use them as a starting point, then customize specific sections as their business grows.

• Basic Model Articles: The standard template for small and medium-sized private companies (BV/SRL), covering essential governance rules and shareholder rights
• Listed Company Articles: Enhanced versions for public companies (NV/SA) with provisions for public trading and broader shareholder bases
• Non-Profit Articles: Adapted templates for non-profit organizations (VZW/ASBL) focusing on social purposes and membership structures
• Professional Company Articles: Specialized versions for regulated professions like lawyers or accountants, including specific professional requirements
• Startup-Focused Articles: Flexible templates with provisions for future investment rounds, stock options, and founder agreements

• Company Founders: Primary users who adopt Model Articles when establishing their business, often customizing them to match specific needs
• Corporate Lawyers: Review and adapt the templates to ensure compliance with Belgian law while protecting client interests
• Notaries: Authenticate and file the Articles during company formation, ensuring proper execution
• Board Members: Must understand and follow the governance rules outlined in the Articles
• Shareholders: Their rights, obligations, and decision-making powers are defined by these Articles
• Company Secretary: Ensures daily operations align with the Articles' requirements

• Company Details: Gather basic information including proposed company name, registered office address, and business purpose
• Capital Structure: Determine initial share capital, types of shares, and shareholder distribution
• Management Setup: Define board structure, director appointment rules, and decision-making processes
• Shareholder Rights: Outline voting rights, transfer restrictions, and meeting procedures
• Specific Requirements: Note any industry-specific regulations or special provisions needed
• Template Selection: Choose the appropriate Model Articles version based on your company type
• Document Review: Cross-check all information against Belgian Company Code requirements

• Company Identity: Legal name, form (BV/SRL or NV/SA), registered office, and duration
• Corporate Purpose: Detailed description of business activities and objectives
• Share Capital: Amount, share types, distribution, and transfer conditions
• Management Structure: Board composition, appointment procedures, powers, and meeting rules
• Shareholder Rights: Voting procedures, general meeting rules, profit distribution
• Dissolution Rules: Procedures for liquidation and asset distribution
• Conflict Resolution: Dispute handling mechanisms and applicable jurisdiction
• Regulatory Compliance: References to relevant Belgian Company Code provisions

Model Articles of Association differ significantly from the Memorandum of Association, though they're often confused. While both are foundational company documents, they serve distinct purposes in Belgian corporate law.

• Purpose and Scope: Model Articles govern internal operations and relationships between shareholders, while the Memorandum focuses on external matters and the company's relationship with third parties
• Content Focus: Model Articles detail governance rules, share structures, and decision-making processes. The Memorandum states basic company information like name, registered office, and objectives
• Timing of Use: Model Articles can be modified throughout company life, but the Memorandum typically remains unchanged after incorporation
• Legal Requirements: Belgian law requires both documents, but Model Articles offer more flexibility for customization to specific business needs