(b) require a two-thirds vote of both directors and members (at meetings duly called for that purpose) to change the purposes or restrictions placed on any quasi-endowment created by the board of directors from a portion of the Corporations unrestricted net assets and include to that effect the following additional Section: In the event that the board of directors determines to earmark a portion of this corporations unrestricted net assets for explicitly stated purposes and subject to certain explicitly stated restrictions (which may be referred to as a quasi-endowment), no change to such purposes or restrictions of such quasi-endowment may be made unless approved first by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held for that purpose and by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held for that purpose. Board of directors: Interim dividend out of the results of the current financial year as well as out of the results of the previous financial year as long as the annual accounts of the previous financial year have not yet been approved. In order to avoid discussions about the company's tax residence, it is key that the place of management of the company be located in Belgium (ie, substance-over-form approach). Section 6.2. At a minimum, all license applicants must submit a satisfactory This can be obtained with the help of a third-party service provider or an accountant and cannot be the address of a law firm. You receive the extract by mail. en; it; Login. The legal representative will have the authority to represent the foreign company in Belgium. We can also provide a copy of the entire official Company File from the National Bank of Belgium analysing a Belgium companys financial position. Special meetings of the board of directors shall be held whenever called by the president or any two of the directors. Shareholders (with voting rights) which hold at least 10 percent of the capital (or 3 percent for a listed company) can appoint a special proxyholder, whether or not a shareholder, charged with the introduction of a claim regarding the dismissal of the sole director for legal reasons. WebEasier incorporation process for this jurisdiction; Attractive location and strategic central access to Europe; Complete foreign ownership; Favourable tax regime; Low minimum In any event, the shareholders' meeting can decide to dismiss a statutory or non-statutory director in case of legal reasons without notice period or severance pay. Section 2.7. The articles of association of an issuer under Belgian law can also determine that the notification also applies to lower or intermediate thresholds, it being understood that only 1 percent, 2 percent, 3 percent, 4 percent and 7.5 percent can be used. The forms should be filed with the clerk's office of the competent enterprise court in order to open the Belgian branch office. (a) For the purpose of this Section, the word grant shall include any payment of any kind and for any purpose to any corporation, trust, university, foundation, or other institution or legal entity, unless this payment is to be made by this corporation (i) to any university on behalf or to the benefit of any student who has been granted a fellowship by this corporation, or (ii) within the scope of the day-to-day business of this corporation; or (iii) for any investment or reinvestment, dealing or expense of the income and principal of this corporation in such manner as in the judgment of its members or directors will best promote its objects within the scope of asset management. Shareholders' meeting can decide on capital decrease and dividend distribution. Regular and special meetings of the board of directors, or of any committee thereof, may be held either within or without the State of Delaware. Resignations. Use-restricted funds. Membership Fees. Required to hold a meeting of shareholders at least once a year to vote on the approval of the annual accounts, the allocation of the results and to (re)appoint the directors and the members of the board of supervision and grant release to the directors and the members of the board of supervision and the statutory auditor. Number, Election and Term of Office. The permanent representative should be a natural person (ie, employee, director or shareholder of the legal entity), and they will bear the same civil and criminal liability as the director or company which they represent. The directors of this corporation may, if the by-laws so provide, be classified as to term of office. Place of Meeting. Such notice shall be given by the secretary or other officer, or by a person designated either by the secretary, or by the person or persons calling the meeting, or by the board of directors. Any officer may be removed at any time, either with or without cause, by the affirmative vote of a two-thirds majority of the whole board of directors, at any meeting thereof. Except as otherwise expressly provided by law or in the certificate of incorporation the number of directors shall be fifteen, at least six of whom shall be Belgian by nationality or by birth. Sixth : Anything contained in this certificate to the contrary notwithstanding, no grants in excess of $1,000,000 shall be made to any corporation, trust, foundation or other institution or legal entity unless approved first by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held, and by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held. (7) This corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not this corporation would have the power to indemnify him against such liability under the provisions of this Article Tenth. Managed by either a sole director, a non-collegial board of directors or a collegial board of directors (if provided in the articles of association), who are responsible for making major business decisions and overseeing the general affairs of the limited company. Webn Incorporation of the Civil Company. Care of Funds. At least 1 legal representative should be appointed. You can also apply for certain modifications which have some additional procedures, and, in some cases, there is a need to pass a special resolution in the general board meeting of the company to make the required 575/2013 opened in the name of the limited company in incorporation. The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. In this financial plan, the incorporators justify the amount of the capital for a first period of at least 2 years. n Liquidation of the Civil Company. Capital decreases must be proportionally allocated between the company's fiscal capital and certain of its reserves. Section 2.8. Such resignation shall take effect at the time specified therefor, and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective. The sole director must be a public limited company with a collegial board when: In the event of a dualistic board structure, both the board of supervision and the executive board must consist of at least 3 members who cannot be members of the board of supervision and the executive board at the same time. Service agreement or lease agreement for registered office or property. Section 5.8. There is no capital requirement. In case the day appointed for the meeting shall fall on a legal holiday, such meeting shall be held on the next following day, not a legal holiday, at the regular appointed hour. Business registration filing requirements, Annual corporate maintenance requirements, Local legal or admin representative requirement, Provision of local registered address by law firm or third-party service provider, Provision of local director or corporate secretary by law firm or third-party service provider, Nationality or residency requirements for shareholders, directors and officers, Restrictions regarding appointment of nominee shareholders or directors, Summary of director's, officer's and shareholder's authority and limitations thereof, Public disclosure of identity of directors, officers and shareholders, Minimum and maximum number of directors and shareholders, Quorum requirements for shareholder and board meetings. Such organization meeting may be held at any time or place which shall be specified in a notice given as hereinafter provided for special meetings of the board, or in a consent and waiver of notice thereof, signed by all the directors. Registration with the Crossroads Bank for Enterprises. Separate and distinct legal entity. Belgian nationality and a foreign nationality which is not the nationality of the country where death occurred. The possibility exists, however, to include certain deviating representation rules in the public limited company's articles of association (eg, representation by 2 members of the executive board). Pay by invoice, or use iDEAL or credit card. Tenth : To the extent not inconsistent with the provisions of Article seventh hereof: (1) This corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this corporation) by reason of the fact that he is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (6) The indemnification provided by this Article Tenth shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Immediately after the incorporating meeting and included in the same notarial deed, a general shareholders' meeting will be held, which will appoint the director(s) if there are several directors, they form a (non-collegial) board and, if applicable, the statutory auditor. n 575/2013 opened in the name of the public limited company in incorporation. Removal of Elected Officers. Under no circumstances does the FPS Foreign Affairs intervene for people who are not Belgian nationals. Any member entitled to vote at any meeting may vote by proxy. Daily management may be attributed to 1 or more persons acting alone, jointly or as a college, Shares are not freely transferable (unless the articles of associations provide otherwise) form less used for joint ventures, Different types of stock may be issued (eg, shares with or without voting rights or stock options) can issue financial instruments such as bonds, Annual accounts to be filed with the National Bank of Belgium. Shareholders have no authority to represent the closed limited liability company. For further information about these entities and DLA Piper's structure, please refer to our Legal Notices. Third: That the Certificate of Incorporation be and hereby is amended to read as follows: First: The name of this corporation is Belgian American Educational Foundation, Inc. Second: The location of the principal office and place of business of this corporation in the State of Delaware is No. The executive board is a collegial board of at least 3 members. Committees. Officers. The board of directors may also elect one or more vice presidents, and such other officers and agents as from time to time may appear to be necessary or advisable in the conduct of the affairs of this corporation. Bank certificate in case the public limited company is incorporated by means of a contribution in cash. Domestic law provides for reduced rates and exemptions in certain circumstances. In any event, the removal of a director must in all cases be published in the annexes to the Belgian State Gazette. Except as otherwise required by law, by the certificate of incorporation or by the by-laws, the act of a majority of the directors present at any such meeting at which a quorum is present, shall be the act of the board of directors. Not applicable, as this will be arranged at the level of the foreign company. Which foreign civil status certificates/judgments have been deposited? Obligation to have a net equity which is, taking into account other sources of financing, sufficient in the light of the envisioned activities. Besides the Certificate These company accounts must be prepared and signed by the board of directors, presented at the shareholders meeting for approval and then filed with the Banque Nationale de Belgique. The public limited company will be incorporated at the occasion of an incorporation meeting. The part of the decrease that is allocated to the reserves will be treated for tax purposes as a dividend distribution. Steps to be taken to ensure that the old IRS taxpayer identification number is made available to the new entity. The registered address of the public limited company can be set with the accountant or can be a postbox office with a third-service provider. The appointment and the resignation of the directors, managing directors or general managers must be published in the Annexes to the Belgian State Gazette. If a companys registered office is in Belgium, it is presumed to be a tax resident of Belgium. WebIn order to register a business in Belgium, you must submit the Articles of Incorporation (in French, Dutch or German) at one of the FPS Finance's registration offices. Section 3.12. The board of directors may make such contracts and employ such agents, servants, brokers and attorneys as it deems necessary or appropriate to the accomplishment of this corporations purposes. In principle, not required, unless for very specific sectors such as banking, insurance or gambling. the domicile of your relatives in the ascending line (father, mother, grandfather, grandmother); the municipality of your birthplace in Belgium; at the counter: rue des Halles / Hallenstraat 4 (Zone D) - 1000 Brussels - Monday to Wednesday from 8.30am to 4pm, Thursday from 8.30am to 6pm and Friday from 8.30am to 1pm, by post: Ville de Bruxelles / Stad Brussel - Service Affaires Citoyennes / Dienst Burgerzaken - rue des Halles / Hallenstraat 4 - 1000 Brussels, phone number for questions from the public: +32 2 279 22 11. has been drawn up or pronounced by a competent foreign authority; at the moment of the deposit, the Belgian citizen concerned had his residence abroad. What conditions does a foreign civil status certificate or judgment have to meet in order to be recognised in Belgium? Anything contained in these by-laws to the contrary notwithstanding, no grants in excess of $1,000,000 shall be made to any trust, foundation or other institution or legal entity unless approved first by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held and by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held. 100 West Tenth Street, in the City of Wilmington, County of New Castle. Therefore, a preliminary search to determine whether the proposed name will create confusion with another company's name is required. After having complied with the abovementioned duties, the board of directors is not obliged to convene the general shareholders' meeting for the same reason in the next 12 months after such convocation. If any vacancy occurs in any office, the board of directors may elect a successor to fill such vacancy for the remainder of the term. Section 7.3. Proxies. Additional Duties. This notification is also required in the event of a direct or indirect acquisition of securities with voting right that results in the number of voting rights reaching or exceeding 10 percent, 15 percent, 20 percent and each consecutive 5 percent tranche. Price 16.90. The appointment or dismissal of the director(s), Discharge of the director(s) and the statutory auditor, The acquisition by the company of its own shares, Statement of assets and liabilities, which may not be older than 3 months on the date the extraordinary shareholders' meeting deciding to dissolve and immediately close the liquidation, is held, Special report of the management body on the proposal to dissolve and immediately close the liquidation. By a third-party service provider against certain fee. Also known as In case, due to the losses sustained, the net assets of the public limited company should have dropped below 1/2 of the public limited company's share capital, the general shareholders' meeting must meet within no more than 2 months after the loss has or should have been established, as the case may be, in order to deliberate and resolve on a winding up of the public limited company. AttorneyAdvertising. The company's books should be kept at the registered office of the company. Fourth: This corporation is not for profit and desires to have no capital stock. Members of the executive board are appointed by the members of the board of supervision. The board of directors may at any time and from time to time, by resolution adopted by a two-thirds majority of the whole board of directors, designate, change the membership of or terminate the existence of any committee or committees, provided that each committee shall consist of three or more persons, at least two of whom shall be directors of this corporation. Except as otherwise required by law, written notice of special meetings of the board of directors shall, at least fifteen days before the day on which the meeting is to be held, be given to each director, by delivering such notice to him, personally, or by mailing such notice to him, postage prepaid, or by telegraphing such notice to him at his post office address as registered with this corporation. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally? Anything herein contained to the contrary notwithstanding, if any member shall, in person or by attorney duly authorized, waive notice of any meeting, whether before or after such meeting, notice thereof shall not be required as to him. Fifth: The activities and affairs of this corporation shall be managed by a board of directors. Subscribe to our newsletters and press releases, FOD Buitenlandse Zaken, Buitenlandse Handel en Ontwikkelingssamenwerking, Belgian Ministry of Foreign Affairs, Foreign Trade, instructions how to enable JavaScript in your web browser. No director shall receive any reimbursement for expenditures whatsoever except upon approval of the board of directors. WebAn extract from the commercial register of Belgium can be used in order to: Obtain detailed information about potential business partners. If a legal entity is appointed as director, this legal entity must appoint a "permanent representative" in charge of performing the mandate of the director/legal entity on behalf and for the account of the director/legal entity. Section 3.10. The comptroller shall render statements of this corporations financial position and operations whenever required to do so by the board of directors or president. Any cookies that may not be particularly necessary for the website to function and is used specifically to collect user personal data via analytics, ads, other embedded contents are termed as non-necessary cookies. This category only includes cookies that ensures basic functionalities and security features of the website. Section 3.11. Separate and distinct legal entity. Used by US companies for tax reasons as it qualifies for check-the-box election in the US. Annual Meetings. The following information must be given to the clerk's office, if it is not mentioned on the copy: In case the directors are not EU nationals and will not officially reside in Belgium, a declaration on honor is needed. Except as herein otherwise provided, six of the directors shall constitute a quorum for the transaction of business. No auditors need to be appointed. The Belgian certificate that you use abroad should, if required, belegalised/affixed with an apostilleand/or translated into the language of the country where the document is to be used. It is a legal document that states the incorporation of the company. WebAccording to the Small Business Administration (SBA), a Certificate of Incorporation is a comprehensive legal document that details the basic information about your corporate entity. Any member may be removed, either with or without cause, at any time, by the vote of a majority of the total number of members, and the vacancy caused by any such removal may be filled by the members at any subsequent meeting. From 01/10/2004 onwards, only certificates drawn up in Congo (DRC), Burundi and Rwanda were still deposited. In order to obtain extracts or certified copies of certificates that have been transcribed into the civil status registers of a Belgian municipality, please contact the relevant municipal authority. In the event the monistic board structure is chosen, the public limited company may be managed by either: The collegial board is responsible for making major business decisions and overseeing the general affairs of the company. (d) This corporation shall not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. This proposed AD was prompted by reports of the main landing gear (MLG) aft door not opening when using the alternate extension system. On this page you will find all the information about registry. The first income band of EUR 100,000 of small limited companies is subject to a lower rate of 20 percent provided that certain conditions are met. Second meeting: No attendance quorum, but 3/4 of the votes are needed. The compensation of all officers of this corporation shall be fixed from time to time by the board of directors. The board of supervision is a collegial board of at least 3 members and is elected by the shareholders of the company. There are no shareholders of a Belgian branch office. Furthermore, notification is required in the event of a direct or indirect disposal of securities with voting rights that results in a decrease of the voting rights below one of the named thresholds.
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