Notary: practical guides and steps

A notary steps in at the key moments in a company's life. The notary authenticates deeds, advises founders and handles official publication. This page helps founders and managers know when a notary is necessary, and how to prepare.

When is a notary mandatory?

The law requires an authentic deed for several operations. Here are the main ones.

• Incorporating an SRL, an SA or a cooperative company.
• Setting up a foundation.
• Amending the articles of association of these companies.
• Merging, splitting or converting a company.
• Voluntarily dissolving a company.

By contrast, a non-profit association (ASBL) can start with a simple private deed. Its articles can also change without a notary. Still, many founders ask for professional help anyway. To compare these structures, read how to create an ASBL and then how to set up a foundation.

The notary's role at incorporation

For a company, the notary does far more than sign. The notary checks the founders' identity and the legality of the articles. The notary also receives the financial plan and keeps it on file. Then the deed goes electronically to the court registry.

This filing triggers publication of an extract in the Belgian Official Gazette. The company then receives its enterprise number. You can consult every publication on the Belgian Official Gazette website. To place these formalities within the whole project, follow the path to starting a business in Belgium. Our article on publication in the Belgian Official Gazette also covers costs and timelines.

The notary during the company's life

Articles of association never stay frozen. A new name or a new corporate purpose normally calls for a new deed. Our file on amending the articles sets out the required majorities.

Likewise, a capital increase or a merger follows a strict procedure. The notary then checks reports, majorities and legal deadlines. See the capital increase procedure and the stages of a company merger. To move from one form to another, read our article on converting the legal form. Finally, an ASBL that stops its activities follows a specific dissolution procedure.

Preparing your appointment

A complete file speeds up the signing. Before the first meeting, gather the following items.

• Identity documents for each founder or director.
• A finished and consistent financial plan.
• The bank certificate for cash contributions.
• Your choices on sensitive clauses, such as powers or share transfers.

Also ask for a written estimate of the costs. Indeed, fees, registration duties and publication costs add up. A good notary explains each item before signing. Above all, ask every question you have about the draft articles. That text will bind you for the whole life of the company.

Also keep in mind that a notary acts as a public officer. The notary must remain impartial between all parties to the deed. Each partner may therefore bring their own adviser along.