Articles of association

What are articles of association?

The articles of association define the company or association (such as a VZW) with its name, address, address, the purpose of the organisation and who can be partners or members.

They also determine what the board will look like, who can be a director, how he or she is appointed, the duration of a director's mandate, the powers of directors, the joining and leaving of members or partners (transfer of shares in an NV, BV, CV), where applicable the starting capital, voting rights, etc. etc.

This is not a simple matter. What the articles of association stipulate is law for members and shareholders. If partners and members want to change the rules, this must be done through a formal amendment of the articles of association, i.e. with a new deed. Be careful, this cannot be done just like that, because the amendment must follow a number of rules, for example the quorum required for a change. Hence the advice above to engage an expert notary or lawyer so that the articles of association are clear and in line with the will and intentions of the members.

Why are there articles of association?

The rights and obligations of a natural person are laid down in law, which determines the rights and obligations of a citizen in a country. Legal entities such as companies and associations also have legally defined rights and obligations, but because they operate separately from the partners (commercial companies) and members (associations), there must be agreements between the partners and members on the functioning and organisation of their company or association. This is absolutely necessary as a basis for the operation of the association or company, but also to make clear to third parties who (for example) may represent the association or company in legal acts such as concluding contracts.

How do you draw up articles of association?

The articles of association are formalised in the deed of incorporation. This is done in a notarial or a private deed:

• an authentic deed is drawn up by a notary and is required for the incorporation of an NV, BV and a CV
• the private deed does not require the involvement of a notary. The founding members of an association draw it up themselves and sign it for agreement, for example when incorporating a VOF or a VZW.

The articles of association are law between the partners and members.

They can only be amended by following the rules laid down in the articles themselves. This happens, for example, when the way members join or leave changes, when the transfer of shares changes, when the allocation of profit changes in commercial companies, or when the name of the association or even its purpose has to change.

Drawing up articles of association is not a simple matter. That's why it's best done with advice from a lawyer and/or notary.

Publishing articles of association

Articles of association are published in the annexes to the Belgian Official Gazette. This publication makes the articles of association enforceable against third parties, which means that the rules become enforceable between the members/partners and that third parties can/must be aware of the relevant agreements and the existence of the company/association.

Important amendments to the articles of association, such as the purpose or changes to the board, must therefore be published again. The National Bank of Belgium, which publishes the Belgian Official Gazette, charges a fee for each publication.

Big advantage: for the filing and publication formalities, such as mandatory formal actions (applying for a company number, activities of the association/company), every entrepreneur can turn to a single intermediary: the business one-stop shop (ondernemingsloket) such as Liantis, Unizo and others.