Are your articles of association and shareholder agreements up to date?
Articles of association and shareholder agreements are drafted at incorporation and subsequently often forgotten. But companies evolve. New activities, additional shareholders, changes in governance… If your articles of association don’t reflect these changes, you're exposing yourself to both legal and practical risks. Here’s a quick checklist:
Have your articles of association been updated to comply with the new Belgian Code of Companies and Associations (WVV)?
Are the powers of directors still accurate?
Are there clear agreements on profit distribution, share transfers or exit scenarios?
Do you have a separate shareholder agreement – which is highly recommended if there are multiple shareholders.
Perhaps it’s time to think about an exit strategy or succession planning? If, for example, you’re considering a gift of shares, it’s wise to include clear arrangements around usufruct in your articles of association, aligned with the company’s structure (capital, liquidation reserves, etc.).
Have you considered business continuity in case the company director becomes incapacitated? A power of attorney can be essential here and must be in line with your articles of association.
Our legal and advisory experts at PIA Group and PIA Advisory can review your articles of association/shareholder agreement and update them if necessary so everything remains legally sound.
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Are your contracts watertight and signed in the name of the company?
In a limited company, contracts must be made in the name of the legal entity, not you as a private individual. Yet in practice we’ve noticed this is often still not the case.
Many entrepreneurs rely on outdated templates, terms and conditions that were never explicitly accepted, or contracts that lack clear clauses on liability, payment terms or disputes. What about agreements with freelancers or employees? Are they legally compliant? Are your terms and conditions enforceable?
If you're unsure, let PIA Group take a look. Our advisors can bring structure and clarity to your documents, tailored to your sector and business operations.
Limit your liability as a director
A limited company restricts shareholder liability, which is a major asset, but as a director, you can still be held personally liable in certain situations:
In cases of gross negligence, fraud or failure to comply with legal obligations
If you file for bankruptcy too late or incorrectly
For tax or social security debts you could have avoided
If you mix business and personal expenses or bank accounts
We help identify and avoid these risks, for instance through clear director’s agreements and solid administrative follow-up.
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Are you legally prepared for conflict?
Conflicts are part of doing business. Defaulting clients, suppliers who don’t honour agreements, or shareholders who drift apart: it’s more common than you think. The real question is: are you prepared?
Well-drafted contracts with clauses on dispute resolution, compensation and jurisdiction can make all the difference. Have you thought about exit arrangements for shareholders? Or intellectual property agreements and non-compete clauses? Even your invoice terms and reminders can carry legal weight.
Our PIA Group and PIA Advisory experts translate these concerns into clear legal documents and processes, tailored to your sector and needs.
Is your company GDPR compliant?
GDPR doesn’t just apply to large corporations. Any company that processes personal data, whether from clients, employees, job applicants or suppliers, must:
Have a clear privacy policy
Conclude data processing agreements with third parties
Know what data is collected, why and for how long
Respect individuals' rights (right to access, right to erasure, etc.)
So when is your company legally sound?
You’re in a strong position when your articles of association and contracts are up to date and legally robust, you understand and limit your liability and you’re prepared for disputes. Add in compliance with GDPR and you’re all set.
If you have doubts about any of these, it might be time for a legal check-up. This isn’t an unnecessary expense but an investment in your company’s future.
Let a legal expert support you
The advisors and experts at PIA Advisory support companies through every stage, from start-up to succession. Whether you need transparent contracts, tailored articles of association or just a second opinion, we provide clarity, structure and peace of mind. Interested? Then don’t hesitate to contact us!
