CORPORATE LAW

Incorporation of a company: making choices and dealing with administration

When you have decided to develop your professional activities through a company, you must first incorporate a company. Our firm has extensive expertise in corporate law and can therefore assist you in establishing a company. In order to do so, you will have to complete a number of formalities, such as drawing up a financial plan, applying for a bank certificate as proof that the share capital has been paid, drawing up the articles of association and drawing up, registering and publishing the founding act. Of course, we can also advise you on the advantages and disadvantages of the different types of company for your specific activities. In our blog you will find some practical tips for the incorporation of a company: Praktische tips voor het oprichten van een onderneming.

Corporate law reform: everything new means everything better?

When establishing your company, you should also consider the fact that corporate law has been thoroughly reformed in 2019. As the types of company have been revised, this reform has obviously a major impact on your choice of company form. The reform has also an impact on existing companies, since the liquidation procedure and the dispute procedure between shareholders has been reformed, among other things. More information on the reform of Belgian company law can be found in our blog:

Krachtlijnen hervorming vennootschapsrecht
Krachtlijnen nieuwe vereffeningsprocedure voor vennootschappen

The shareholders agreement: playground for shareholders

Once the company has been established, the shareholders can make mutual agreements by means of a shareholders agreement. In the shareholders agreement, the shareholders (also referred to as partners) can make agreements about the distribution of profits, the transfer of shares (approval clause, pre-emption right, inalienability clause), the voting rights, etc. As a shareholder, a shareholders’ agreement enables you to avoid potential conflicts, such as an undesired transfer of shares or exclusion, in advance. After all, it is better to be safe than sorry. In order to draw up a conclusive shareholders agreement, you can call on our specialized lawyers.

Corporate governance: supervision of the management

A listed company will be required to include a corporate governance statement in its annual report; for non-listed companies, this statement is optional. A corporate governance statement includes information on the way in which the company is managed, while seeking an optimal balance between the different interest groups in a company.

Merger or takeover? Do your research first!

During the existence of the company, it may happen that you will have to deal with a merger or acquisition (M&A) of your company. In this respect, it is very important that you are well informed about the actual value of the company you wish to acquire or with which you wish to merge. It is therefore best to carry out a due diligence investigation (also known as an audit) in order to determine the risks associated with the company in question. Despite such an investigation, it is preferable that you also protect yourself contractually for hidden liabilities. This way you can be sure that you are paying a correct price for the company to be acquired.

Euregional or international entrepreneurship? We appreciate it!

With regard to company law, cross-border entrepreneurship offers many opportunities, but there are also a few pitfalls that you may want to avoid. If you e.g. want to move your company from Belgium to another country, you will have to pay an ‘exit tax’. More information about this exit tax can be found in our publication Maatschappelijke zetel verplaatsen naar het buitenland? Eerst (gespreid) betalen!. However, it is also possible that you, as a foreign company, find the Belgian market interesting. You could then choose to create a permanent base in Belgium, e.g. through a branch or subsidiary. Which option you should choose depends on your specific situation. We have provided you a helping hand in our blog: Ondernemen in België vanuit het buitenland: kiezen voor een dochtervennootschap of een bijkantoor?. As our firm name suggests, we specialise in this type of cross-border corporate law questions.

Our specialists in corporate law

Our blog: even more inspiration

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CORPORATE LAW | Peeters Euregio Law