05 June 2015

Comply with the formalities for private company deeds!

A notarial deed is not required to establish a general partnership (VOF), an ordinary limited partnership (Comm.V.), a cooperative company with unlimited liability (CVOA), an economic interest grouping (ESV) or an agricultural company.

Such companies can be established by private deed. When this is done, the parties must themselves be responsible for the formalities relating to the company’s incorporation or the amendment of its articles of association. 

Private deeds that contain reciprocal agreements, such as company deeds, are only valid if they are drawn up in as many originals as there are parties with a distinct interest. Each original must state how many originals have been drawn up. An exception to this is the deed of incorporation of a CVOA, which only needs to be drawn up in two originals. 

A duplicate of the private deed of incorporation must be filed at the registry of the Commercial Court within 15 days, together with an extract from the deed of incorporation (on the forms for the Belgian Official Gazette), with a view to publication in the Belgian Official Gazette. For the VOF and the Comm. V., the extract from the deed of incorporation is sufficient, and a duplicate of the deed does not have to be filed. For such companies, certain statements (the company’s object and the place, date and time of the annual meeting) do not have to be included in the extract from the deed of incorporation. Once the deed has been filed with the court, the company acquires legal personality and its existence may be invoked in dealings with third parties. 

Subsequent amendments to the articles of association and deeds concerning the dismissal and appointment of persons authorised to manage and bind the company must also be filed and published. The private deed of incorporation must also be registered by the shareholders or partners within four months after the incorporation – a formality that is sometimes forgotten! The deed’s registration, for which the fixed fee (EUR 50) is charged, gives it a fixed date. The existence of the company can then no longer be disputed.  The registration office may be freely chosen. 

Any subsequent deed of capital increase is also subject to this registration formality. So don't forget to comply with this registration obligation in addition to the compulsory filing of the deed of incorporation. 

Legal

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