Existing user? Sign in
Share your needs with us, get contacted by law firms.
Free. Takes 2 min.
Amay is a municipality in the province of Liège in the Walloon Region of Belgium. Venture capital activity in Amay follows Belgian and European legal frameworks, while local economic support and business practices reflect the Walloon environment. Venture capital law in this context covers the legal rules that affect start-up investment, fund formation, investor protections, corporate governance, securities, taxation and regulatory compliance. Investors and founders in Amay typically deal with Belgian company law, financial regulation applicable to investment funds and securities, employment and IP law, and regional support programs specific to Wallonia.
Practically, most investments are structured through Belgian private companies - commonly the SRL (private limited liability company) or the SA (public limited company) - or through investment funds regulated under national and EU fund rules. Legal advice is important to set up the right vehicle, draft investor agreements and meet national and European compliance obligations.
Venture capital transactions involve complex legal, commercial and tax issues. You may need a lawyer if you are a founder, investor, employee or service provider involved in any of the following situations:
- Raising seed or growth capital - negotiating term sheets, valuation, anti-dilution clauses and closing documentation.
- Setting up the company - choosing the right entity, drafting articles of association and registering the company with the Crossroads Bank for Enterprises.
- Structuring investments - deciding between equity, convertible loans, SAFE-like instruments, or debt and preparing subscription agreements.
- Drafting or negotiating shareholders agreements - specifying voting rights, transfer restrictions, tag-along and drag-along rights, board composition and vetoes.
- Employee incentives and management packages - designing stock option plans, warrants and restrictive covenants with attention to tax and social security consequences.
- Regulatory compliance - ensuring adherence to securities law, prospectus obligations for public offerings, crowdfunding rules and anti-money laundering obligations.
- Fund formation and management - establishing venture funds, complying with fund regulations and fund manager licensing under EU directives where applicable.
- Intellectual property and commercial contracts - securing IP ownership, licensing, supplier and customer agreements that investors will review during due diligence.
- Exit planning - preparing for trade sale, IPO or secondary sale, including representations and warranties, escrow arrangements and purchase agreements.
Key legal aspects that typically matter for venture capital activity in Amay include the following areas.
- Belgian Companies and Associations Code - The modern Belgian company law regime was updated by the Companies and Associations Code. It provides the rules for company formation, capital and share rules, directors duties, corporate governance and filings. The SRL has become the common vehicle for private companies and offers contractual flexibility in governing relations between founders and investors.
- Corporate structures and share types - Belgian law permits a variety of share classes and contractual arrangements, but governance and protection mechanisms must be carefully drafted in the articles of association and shareholder agreements to be effective.
- Securities and fundraising rules - Issuing securities to investors in private placements is common, but public offers require compliance with prospectus and market rules. The FSMA is the Belgian regulator that supervises financial markets and certain fundraising activities.
- Fund regulation - Venture funds or collective investment undertakings may fall under EU rules such as the Alternative Investment Fund Managers Directive - AIFMD - and national implementing rules. Fund managers should verify licensing and reporting obligations.
- Taxation - Belgium applies corporate income tax to companies, withholding taxes on dividends and other taxes that affect returns. There are regional and federal tax incentives that may benefit R&D and innovation, and VAT rules apply to fees and services. Tax treatment of stock options and capital gains can be complex and depends on the structure and the recipient.
- Employment and social law - Labour law in Belgium is protective of employees. Hiring, termination, social security contributions and employee participation rules can have financial and legal consequences for start-ups and investors. Management incentive plans need careful design to consider employment and tax implications.
- Intellectual property and data protection - IP ownership should be secured by contract and typically requires assignment agreements for employee and contractor work. GDPR applies across Belgium and imposes obligations on the processing of personal data during fundraising and operations.
- Anti-money laundering - Investors and service providers must comply with AML and KYC rules. Belgian authorities such as the Financial Intelligence Processing Unit monitor suspicious financial activity.
- Local and regional support - Walloon regional agencies provide grants, loans and support mechanisms. These programs have eligibility rules and conditions that should be integrated into transaction planning.
- Dispute resolution and jurisdiction - Commercial disputes are handled in Belgian courts - local courts in Liège for many matters - though arbitration and mediation are often used in commercial contracts. Choice of governing law and jurisdiction clauses need to be tailored to Belgian public policy rules.
Most venture investments are structured as equity investments into a Belgian company - commonly an SRL or an SA - or as convertible loans that convert into equity on future financing. Investors and founders will agree a term sheet, followed by subscription agreements, amendments to the articles of association if needed, and a shareholders agreement that sets governance and exit mechanics.
Common investor protections include board representation or observation rights, veto rights on key matters, pre-emptive rights, anti-dilution provisions, transfer restrictions, tag-along and drag-along rights for sales, information and inspection rights, and representations and warranties at closing. The shareholders agreement is the main document defining these protections.
Not all company incorporations require a notary. However, contributions in kind, certain capital structures and public company formations typically do require notarial deeds. The formalities depend on the type of company and the nature of contributions. Registration with the Crossroads Bank for Enterprises is required for all companies.
Key tax issues include corporate income tax on profits, withholding taxes on dividends, VAT on certain services, and personal tax consequences for founders and employees receiving equity-based remuneration. There are federal and regional incentives for R&D and innovation that may affect tax planning. A tax specialist should evaluate each transaction.
Stock options and warrants are commonly used to incentivize founders and employees. The tax and social security treatment depends on plan design, exercise conditions and whether instruments qualify under favourable regimes. Proper documentation and valuation are important to minimize unexpected tax liabilities.
Fund managers must check whether their vehicle falls under the scope of national or EU rules such as the AIFMD. Some funds require licensing or registration with the FSMA and must comply with reporting, capital and conduct requirements. Cross-border marketing of funds in the EU may trigger additional obligations.
Yes. Foreign investors can invest in Belgian companies. They must comply with Belgian corporate and tax rules, and in some sectors foreign investment may be subject to additional screening. Anti-money laundering and KYC procedures will apply when onboarding foreign investors.
Investors expect clean IP ownership. Founders should have signed assignment agreements for creations by employees and contractors, register critical IP where appropriate, and document licences. IP due diligence is a standard part of investor review.
Shareholders agreements and employment contracts should address founder departures. Typical protections include vesting schedules for equity, good-leaver and bad-leaver provisions that determine buy-back rights and pricing, and restrictive covenants to protect business value. Employment law may also impose notice or severance obligations.
Exits occur through trade sales to strategic acquirers, secondary sales to other investors, or public listings. Sale agreements include price adjustment mechanisms, representations and warranties, escrow arrangements and earn-outs. Preparing the company in advance - good governance, clean contracts and audited accounts - improves exit prospects.
For people seeking more information or support in Wallonia and Belgium, the following types of organizations can be helpful:
- Regional economic and investment agencies that support Walloon businesses and provide funding advice.
- SOWALFIN and similar regional financing bodies that offer loans and equity support to Walloon SMEs.
- The Financial Services and Markets Authority - the Belgian market regulator for securities and financial firms - for rules on fundraising and funds.
- The Crossroads Bank for Enterprises - for company registration and official company information.
- The Federal Public Service Finance for tax rules and guidance.
- The Financial Intelligence Processing Unit for AML guidance and reporting obligations.
- Local chambers of commerce and startup incubators in Liège and Wallonia for networking and practical support.
- Professional advisers - corporate lawyers, tax advisers, notaries, and accountants with venture capital experience in Belgium and Wallonia.
If you need legal assistance with venture capital matters in Amay, consider the following practical steps:
- Gather key documents - cap table, articles of association, shareholder agreements, financial statements, key contracts, IP records and any draft term sheet. Having documents ready makes initial advice more productive.
- Seek a lawyer with Belgian venture capital experience and familiarity with Wallonia. Confirm language capabilities - French may be necessary for local filings and interactions.
- Prepare questions for an initial consultation - ask about relevant experience, typical fees and billing structures, expected timeline and key legal risks in your situation.
- Decide on scope - whether you need advice on corporate setup, transaction drafting, tax planning, fund formation or compliance - and ask for a clear engagement letter that defines deliverables and fees.
- Budget for due diligence and legal work - venture transactions require thorough documentation, and early legal involvement often prevents costly mistakes later on.
- Use local support resources - regional agencies, incubators and advisors can complement legal advice with funding and practical business assistance.
Taking these steps will help you secure targeted, practical legal help tailored to venture capital activities in Amay and the wider Walloon and Belgian legal environment.
