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    Entrepreneurship · Notarial deeds

    Incorporation and amendment of statutes

    Discover our guidance ↓

    To begin with

    ← All notarial deeds

    You go into business together. Have the difficult scenarios also been discussed?

    Incorporating a company or adapting its statutes to the operation and the people behind it.

    Make a non-binding appointmentRequest advice online
    "A plan that is still young needs its own voice before it receives the voices of everyone."
    Paul Wellens

    Your questions, step by step

    Starting a business requires many choices. We help you make clear legal arrangements and coordinate the preparations with your accountant.

    Why do I go to the notaire for this?

    The civil-law notary draws up the deed of incorporation for the legal forms that require it and helps document agreements on management and shares. Your accountant assists in preparing the financial viability.

    How do I incorporate a company?

    1. Compare the legal forms and work out your financial plan.

    2. Determine founders, contributions, shares and management.

    3. After verifying the required documents, the deed and publication follow; coordinate further start-up with the accountant and enterprise counter.

    How does this proceed and how long does it take?

    There is no fixed incorporation deadline. A complete financial plan and the necessary bank certificates or reports must be available in time.

    Do not start activities without first checking which registrations and permits are required.

    Which documents should I provide to the notaire?

    Prepare what you already have. You do not need to wait until your folder is complete to make an appointment.

    Is a document missing or do you not know where to find it? Check the help for each document. We will discuss what the office can obtain for you and what you still need to provide yourself.

    Where can I find this?

    Request the most recent version from your accountant or company manager. Add changes and attachments; the office determines which additional reports are needed.

    Where can I find this?

    Request the document from your bank or download it from your own online banking environment. State the date and file reference. Provide statements, never passwords or access codes.

    Where can I find this?

    Provide the complete version with date, attachments and later amendments. Do you not have this document or do you not know if it exists? Select “Help needed” and discuss it with the office.

    Where can I find this?

    Provide the complete version with date, attachments and later amendments. Do you not have this document or do you not know if it exists? Select “Help needed” and discuss it with the office.

    Where can I find this?

    Request the most recent version from your accountant or company manager. Add changes and attachments; the office determines which additional reports are needed.

    Where can I find this?

    Provide the complete version with date, attachments and later amendments. Do you not have this document or do you not know if it exists? Select “Help needed” and discuss it with the office.

    These check marks only remain on the opened page and are not sent to the office.

    Open the checklist: ready, need help or not applicable
    What does the notaire do and investigate?
    • Which form and incorporation documents are required?
    • Are contributions, financial plan and any reports present?
    • Are powers, share rights and resolutions legally consistent?
    • Which deed and publication are necessary? The financial viability is prepared with your accountant.

    We agree on which searches the office will conduct and which information you, your bank or another expert will provide.

    What should I pay attention to before I sign?

    Check voting rights, profit distribution, who may bind the company and what happens upon departure, death or conflict. Discuss personal guarantees separately.

    Is a passage still unclear? Feel free to ask for an explanation with an example from your own situation. Only sign when you understand what you are agreeing to.

    What else must I arrange afterwards?

    Monitor KBO, VAT, social status, UBO registration and permits with the competent service or advisor. Agree specifically who will do what and by which date.

    Which practical tips can help me?

    Make arrangements for disagreements while you still cooperate well. Also discuss how a shareholder can exit.

    What do these words mean?
    Articles of association
    the basic rules of the company.
    Contribution
    money, goods or other permitted contributions a founder makes available.
    UBO
    the natural person who is ultimately the owner or has control.
    Where can I find more explanation or help?

    You do not have to phrase your question in legal terms. Tell what concerns you, what you want to arrange and if an important date is approaching.

    We will look together at the next step. We agree in advance on how the office will assist you and what costs are involved.

    Ask your question to the officeMake an AppointmentNotaris.be: establishing a company

    General explanation for your preparation. The rules and documents that apply to you are determined based on your file.

    On this page

    What does this regulate?

    01 · UNDERSTAND

    The deed of incorporation gives a company its legal structure. For legal forms such as the BV and NV, a notarial deed of incorporation is required. The statutes regulate, among other things, management, rights attached to shares and decision-making.

    Together with your accountant, we discuss which information is required and which agreements must be legally recorded. A later amendment of the statutes may be necessary when the activity, shareholders or desired organisation change.

    A RECOGNISABLE SITUATION

    Two founders each want half of the shares. We also discuss what happens if they disagree and how a departure can be arranged.

    What requires attention?

    02 · CHOOSE CONSCIOUSLY

    A company does not always fully separate private and professional risks in all circumstances. Founders’ and directors’ liability, personal guarantees and the financial substantiation deserve separate attention.

    Also explain what was agreed earlier and where doubts remain. A regulation can only be appropriately developed if facts and wishes are clear.

    More points to consider for your own situation

    Two men talking with each other at a small table by the window.

    03 · YOUR INTENTION

    You do not need to be able to answer all this in advance. Your doubts are also a good starting point.

    Click on a question for an initial explanation or practical tip. You do not need to have an answer to everything yet.

    1. What will the company do and with whom?

      Describe the activity, the persons involved and your goal for the coming years. Also mention who will work daily and who only invests.

    2. Who contributes money, goods or work?

      Make a list per founder of money, goods and commitment. Discuss with your accountant how the financial preparation and valuation will be substantiated.

    3. Who decides and what if there is a deadlock?

      Note who may make daily decisions and which resolutions must be made jointly. Also discuss a procedure if you cannot reach agreement.

    4. What if a shareholder leaves, dies or no longer cooperates?

      Discuss how a departure or death is absorbed, who can take over shares and how the price is determined. Also consider financing a takeover.

    5. Are there agreements with financiers or investors?

      Provide credit proposals and agreements with investors. Highlight special control, guarantees and conditions that may affect the statutes or other agreements.

    What do we need, and why?

    04 · PREPARATION

    Bring what you already have. We will agree on any additional documents the office needs to request. The final list depends on your file.

    Identity and contact details

    To correctly identify the persons involved and their capacity. Provide identity documents via the channel we agree with you.

    Financial plan and data from the accountant

    To prepare the incorporation according to the requirements of the chosen legal form.

    Identity and company data

    To identify founders, representatives and involved entities.

    Proof of contributions and any reports

    To substantiate the nature and execution of the contribution.

    Existing statutes and shareholders’ agreements in case of amendment

    To make the new arrangement coherent.

    Is something missing? Mention it in your application. An initial meeting does not have to wait until you have gathered everything yourself.

    What does NotaLegal do for you?

    05 · GUIDANCE

    We discuss the legal structure, prepare the deed and appropriate statutory provisions and take care of the required publication formalities. The financial assumptions are substantiated with the involved advisor.

    You will receive a draft for discussion. We review your questions and agree the final version before signing. Afterwards, we explain which preservation, registration or further execution applies to your document.

    Know in advance what to expect.

    06 · FEES

    Statutory tariff where legally established

    For deeds with a legally established fee, we apply that tariff. The total settlement also includes, depending on the file, taxes, dossier costs, third-party expenses and VAT. For services without a legally established fee, we agree the remuneration in advance.

    You will receive a clear explanation in advance regarding the costs of your transaction. We discuss the services your file requires and distinguish between fee, taxes and other costs.

    Read more

    Substantive background: notaris.be · Incorporating a company

    General explanation for preparing your meeting. Foreign ties, previous documents and your concrete situation may change the outcome. Sources and legal explanation.

    Frequently Asked Questions

    FROM READING TO PREPARATION

    Already a first answer.

    Do I need to know already which deed I need?

    No. Start from what you want to arrange. An existing deed, a draft or your own description helps us ask the right questions. The explanation on this page gives you a first idea of the possibilities; the concrete elaboration follows from your situation.

    What can I prepare now?

    Gather the documents mentioned on this page for preparation. Also note what you want to keep, who is involved and which date is relevant. If you do not yet have everything, mention what is missing at your appointment.

    Can I first have a draft discussed?

    You can submit your question about a draft before proceeding. Indicate if there is a response deadline and provide the complete version, including attachments. We will coordinate with you on the control and guidance you require.

    EASY PREPARATION

    Your checklist: incorporation or amendment of company

    Which documents do you prepare, where do you find them and when can the office assist? Indicate what you have and where you need support.

    Open your checklistDownload the checklist (PDF)

    Useful websites on this topic

    RELIABLE CONTINUED READING

    View sources and practical websites

    FROM FIRST QUESTION TO NEXT STEP

    You do not have to figure it out alone.

    1. Your intention

      We discuss what you wish to arrange and who will bear the consequences.

    2. From documents to agreements

      We examine the necessary information and explain the proposed text.

    3. Signing and follow-up

      You decide after explanation. We discuss the completion and where you can find your documents.

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    One office. Guidance that flows seamlessly together.