Articles: practical guides and steps

The articles of association act as the legal identity card of a company or non-profit. They set its name, registered office, purpose and operating rules. These guides help founders and directors draft a sound founding document, then adapt it over time.

What do the articles contain?

The minimum content depends on the legal form. Still, the same building blocks always appear.

• The name and the legal form.
• The registered office, stating at least the Region where it sits.
• The purpose, which defines the permitted activities.
• The organisation of management and powers of representation.
• The rules on shares, voting rights and profit sharing.
• The duration, usually unlimited.

For the name, first check that no business or trademark already uses it. Our guide to choosing a company name describes these checks.

Drafting: the moment to get it right

For a company, everything usually starts with a notary. Indeed, for an SRL, SC or SA, the text forms part of the deed of incorporation. A non-profit, however, may adopt its articles by private deed. In both cases, a generic template rarely fits. So anticipate delicate situations from the start.

For example, think about a new partner joining, a founder leaving and deadlocks at the general meeting. Clear clauses then prevent costly disputes. The complete guide to starting a business places this step in context. For associations, see how to set up a non-profit, or the cooperative company and its specific clauses.

Amending the articles along the way

A company evolves, and its founding document must follow. For an SRL or SA, an amendment requires a general meeting before a notary. It needs a quorum and a qualified majority. The notary then files the deed and the consolidated text, and an extract appears in the Belgian Official Gazette.

Our guide to amending the articles details majorities and costs. Publication in the Official Gazette explains that final step.

Not every change touches the founding document, though. Appointing a director mainly requires a decision and a publication, unless the articles name that person. Similarly, moving the registered office without changing the language of the deed often needs only a board decision. See changing a director or transferring the registered office depending on your case.

Common mistakes

• Copying template clauses without adapting them to the project.
• Drafting a purpose too narrow for future activities.
• Forgetting the rules on share transfers between partners.
• Changing activity without checking the stated purpose.
• Keeping a pre-2019 text without bringing it into line.

Unlike a shareholders' agreement, the articles remain public. So keep sensitive arrangements for that confidential document. To read a company's published deeds, visit the FPS Justice eJustice website.