Companies & governance
Securing the life of the company, from incorporation to the disputes that threaten it.
JANSSENS Law Firm structures and secures the governance of companies, non-profit associations and foundations under the Belgian Code of Companies and Associations (CCA). We draft articles of association and shareholders' agreements, organise management bodies, prevent and resolve disputes between shareholders, and defend or pursue directors' liability — in advisory work as well as before the Enterprise Court.
What you need to know
What is a shareholders' agreement and why have one?
A shareholders' agreement is a contract that organises the relationship between shareholders beyond the articles of association. It governs decision-making, the entry and exit of shareholders (pre-emption, approval, tag-along and drag-along clauses), the resolution of deadlocks and the valuation of shares. Under the CCA, a well-drafted agreement prevents most future disputes and secures succession.
How are disputes between shareholders resolved in Belgium?
The CCA provides specific procedures for resolving internal disputes. Depending on the situation, options include the judicial exclusion or withdrawal of a shareholder before the Enterprise Court, the appointment of a provisional administrator or expert, or mediation. We assess the balance of power, secure the valuation of the shares and pursue the most appropriate procedure.
What is a company director's liability?
A director is liable for faults committed in the performance of the mandate. The CCA governs liability for management error, breach of the articles or of the Code and, in the event of bankruptcy, for serious misconduct that contributed to the insolvency. Conflicts of interest are also subject to a strict procedure. We advise directors preventively and defend them when their liability is at stake.
Company, non-profit or foundation: which form to choose?
The choice of form depends on your patrimonial, tax and governance objectives. The private limited company (SRL/BV) is the most flexible form for most projects; the public limited company suits larger structures; the non-profit association and the foundation serve non-profit or philanthropic purposes. We help you choose, draft the articles and organise governance from incorporation.
What is corporate housekeeping?
It is the day-to-day legal upkeep of the company. Holding meetings and keeping registers, statutory updates, filings with the Crossroads Bank for Enterprises and the Belgian Official Gazette, the UBO register of beneficial owners, intra-group agreements: rigorous follow-up avoids nullities and penalties. We handle this so your company remains compliant at all times.
My co-shareholder blocks every decision: what can I do?
A deadlock can be broken by contractual or judicial means. If the agreement provides a mechanism (forced buy-out, shotgun clause, mediation), it applies first; failing that, the Enterprise Court may order the exclusion or withdrawal of a shareholder, or appoint an agent. We identify the fastest lever to safeguard the business.