Deed of incorporation

What is a deed of incorporation?

A company is incorporated by means of a notarial deed. This deed of incorporation contains the articles of association of the company, which set out the legally required provisions together with the basic principles of the organisation and operation of the company. The deed states elements such as the company name, the legal form, the registered office, any capital contributed and the number of shares per partner (the percentage distribution). The (incorporation) deed is the basic text at the start of a new company, and throughout the company's existence it determines the rules that both the general meeting and the directors must follow, for example for the transfer of shares.

A commercial company such as the NV, the BV or the CV (cooperative company) has legal personality, so it exists as a separate entity independent of its shareholders. The shareholders are not personally liable for what the company does; the assets of the company and its activities are completely separate from those of the shareholders as individuals. Every company is a legal entity, but not every legal entity is a commercial company. The VZW and the VOF – general partnership – do have legal personality, for example, but the founders and members/partners remain personally liable. Not so in a commercial company form.  

Type of deed

Incorporation always takes place by means of a deed, depending on the type of company:

• an authentic deed, drawn up by a notary and required for the incorporation of an NV, BV and a CV
• a private deed: drawn up by the founding members themselves without the involvement of a notary. This route applies, for example, to the incorporation of a VOF or a VZW.

The deed of incorporation must be filed and published. The notary does this for commercial companies in which he or she is involved; the accountant or the partners themselves do it in the case of a private deed. Filing takes place at the registry of the competent commercial court. Within 15 days of filing, the extract must be published in the annexes to the Belgian Official Gazette. The registry sends the necessary documents to the Official Gazette.

Note: nothing prevents someone setting up a non-commercial company such as a VZW from still engaging a notary. Notaries have a great deal of experience in drafting articles of association, in which aspects such as joining or leaving must be described.