Best Venture Capital Lawyers in Hasselt

About Venture Capital Law in Hasselt, Belgium

Hasselt is the capital of the Limburg province in Flanders and hosts a dynamic innovation ecosystem anchored by Corda Campus, UHasselt, and regional investors. Venture capital activity in Hasselt operates within Belgiums federal legal framework and the European Union regulatory environment. For company side deals, Belgian corporate law sets the rules on governance, share issuances, and investor rights. For fund side questions, Belgian and EU rules regulate the formation and marketing of venture capital funds and the authorization or registration of managers. The Financial Services and Markets Authority, known as FSMA, supervises the marketing of investment products and the authorization of alternative investment fund managers, while the Code of Companies and Associations governs startups and scale-ups that raise capital. Local development agencies, notably LRM, play an active role in Limburg by co-investing and supporting entrepreneurship, which makes Hasselt a practical base for both founders and investors.

Why You May Need a Lawyer

Venture capital deals blend corporate law, financial regulation, tax, and employment considerations. A lawyer can help you choose the optimal company form, usually an SRL-BV for startups, draft and negotiate term sheets and investment documents, align your cap table with future funding rounds, and prepare governance rules that fit an investors expectations. Founders need advice on convertible loans or SAFEs style instruments adapted to Belgian law, employee stock option and warrant plans under the 1999 Stock Option Law, and protections like vesting, IP assignment, and confidentiality. Investors need legal due diligence, validation of ownership of IP, robust shareholder agreements covering liquidation preferences, anti-dilution, information rights, and exits, as well as competition, FDI, and data protection checks. Fund managers require guidance on AIFM authorization or registration, private placement and marketing rules, prospectus exemptions, SFDR disclosures, and fund documentation. Many steps in Belgian corporate practice also involve a civil law notary, especially for amendments to articles of association and certain share issuances, so coordinating legal and notarial processes is critical for a smooth closing.

Local Laws Overview

Corporate forms and governance. Most venture-backed Belgian companies use the SRL-BV, a flexible private limited form under the Code of Companies and Associations. The NV-SA is more common for larger or later stage structures. SRL-BV allows tailor-made governance, multiple share classes, and provisions on transfer restrictions, drag-along and tag-along, pre-emption, and preferred rights. Investment rights are implemented both in the articles of association and in a shareholders agreement. Issuing new shares, creating new classes, or changing key corporate terms often requires a notarial deed when the articles are amended, so plan timelines accordingly.

Investment instruments. Belgian practice regularly uses equity rounds, convertible loans, warrants, and subscription rights. SAFEs are not a statutory instrument in Belgium, but similar outcomes can be achieved via well drafted convertible instruments. Anti-dilution, liquidation preferences, and milestone structures are permitted if clearly documented and consistent with mandatory law.

Employee incentives. The 1999 Stock Option Law enables tax-efficient options if accepted within 60 days of grant, with taxation generally at grant on a lump-sum basis depending on plan terms. Warrant plans and RSUs can be used with different tax and social security outcomes. Plan design should align with Belgian employment law, data protection, and corporate rules, and should reflect the language and jurisdiction of the companys governing documents.

Regulatory framework for funds. Venture capital funds and their managers are subject to the EU Alternative Investment Fund Managers Directive. In Belgium, managers above AIFMD thresholds require FSMA authorization. Sub-threshold managers generally register with the FSMA and have lighter obligations but still face marketing and reporting rules. Marketing to retail investors is restricted. Sustainable finance disclosures under the EU SFDR may apply to funds marketed in the EU.

Offerings and marketing. The EU Prospectus Regulation and Belgian prospectus rules govern public offerings of securities. Many venture financings qualify for private placement exemptions, for example offers only to qualified investors or offers requiring a high minimum investment per investor. Belgium has additional conditions for smaller offerings and information notes. Always review exemptions before marketing or soliciting commitments.

Crowdfunding. Crowdfunding service providers operating in Belgium must comply with the EU ECSP Regulation and are supervised by the FSMA. This can be relevant for early stage bridge rounds or community rounds.

Competition and FDI controls. The Belgian Competition Authority can review mergers when thresholds are met, which is uncommon but possible for later stage consolidation. Belgiums FDI screening mechanism applies since 2023 to certain sensitive sectors and targets, with notification thresholds and a review by the Interfederal Screening Commission. Technology, data, and critical infrastructure are focus areas, so check applicability early in a transaction.

Data, IP, and compliance. Startups should secure IP assignments from founders and contractors, register trademarks with the Benelux Office for Intellectual Property, and consider patents via national routes or the EPO. GDPR applies to most portfolio companies and to funds handling investor data, requiring privacy notices and processor agreements. Sector licenses can apply to fintech, medtech, or other regulated activities. Local court and notary practice in Hasselt typically uses Dutch. Commercial documentation may be in English, but notarial deeds and court filings generally follow the applicable language rules.

Tax notes. Belgium taxes dividends with a standard withholding that can be reduced under regimes or treaties. The tax shelter for start-ups and scale-ups offers incentives to individuals investing in eligible companies. Employee equity has specific tax timing and valuation rules. Ruling procedures are available for advance certainty. Cross-border investors should confirm treaty and withholding positions before closing.

Frequently Asked Questions

What company form do Hasselt startups usually choose for venture funding

The SRL-BV is the common choice because it is flexible and well suited for multiple share classes, investor protections, and employee incentives. Some later stage or larger companies use the NV-SA. Your choice should reflect governance needs, investor expectations, and exit plans.

Are SAFEs commonly used in Belgium

SAFEs are known in the market but they are not a statutory Belgian instrument. Belgian deals often use convertible loans or subscription rights that replicate SAFE economics. A lawyer can provide a Belgian law template that fits local corporate and tax rules while remaining familiar to international investors.

Do I need a notary for a funding round

Many equity rounds involve a civil law notary, especially when amending articles of association or issuing new share classes. Some convertible instruments can be signed privately. Your lawyer will coordinate with a notary and plan the closing checklist, language, and filings.

How are employee stock options taxed

Under the 1999 Stock Option Law, options can be taxed at grant if the beneficiary accepts within 60 days, typically at a lump-sum percentage of the underlying value adjusted for plan features. This can be tax efficient compared to taxation at exercise. Social security and later capital gains implications can vary, so plan design matters.

Do I need a prospectus to raise money from investors in Belgium

Many venture rounds rely on private placement exemptions under the EU Prospectus Regulation, for example offers only to qualified investors or offers with a high minimum investment per investor. Belgium also has local rules for smaller offerings and information notes. Confirm the applicable exemption before any marketing or solicitation.

What approvals are needed to set up and market a VC fund

Managers above AIFMD thresholds need FSMA authorization. Sub-threshold managers generally register with the FSMA but still face marketing rules and reporting. Marketing to retail investors is limited. Cross-border marketing within the EU requires notifications and compliance with local regimes.

Can I include liquidation preferences and anti-dilution protections

Yes. These are standard in Belgian venture deals. They are implemented in the shareholders agreement and, where relevant, in the articles of association. Drafting should align with Belgian corporate law and avoid conflicts with mandatory rules on distributions and financial assistance.

What diligence will an investor perform on a Hasselt startup

Typical diligence covers corporate structure and cap table, IP ownership and assignment chains, key contracts, employment and incentives, data protection, sector licenses, tax, and litigation. Organize a clear data room, board and shareholder minutes, IP filings, and compliant employment documentation.

Are non-compete and non-solicit clauses enforceable in Belgium

For employees, strict statutory conditions apply and many non-competes are limited or require compensation. For shareholders and founders, reasonable non-compete and non-solicit obligations can be agreed in shareholders agreements. Tailored drafting is important to remain enforceable.

What local funding and support options exist in Hasselt and Limburg

LRM is the regional investment company focused on Limburg and often co-invests with private funds. PMV is the Flemish investment company that supports growth financing. VLAIO offers grants and innovation support. The Corda Campus and UHasselt ecosystem provides incubation, facilities, and networking for startups.

Additional Resources

FSMA Financial Services and Markets Authority - supervision of fund managers, offerings, and crowdfunding providers.

Belgian Venture Capital and Private Equity Association - industry body for GPs, LPs, and advisors active in Belgium.

LRM Limburgse Reconversie Maatschappij - regional investment company based in Limburg with co-investment programs.

PMV ParticipatieMaatschappij Vlaanderen - Flemish public investment company offering equity, loans, and guarantees.

VLAIO Flanders Innovation and Entrepreneurship - grants, subsidies, and advisory for innovation projects.

Benelux Office for Intellectual Property - trademark and design registrations for Belgium, Netherlands, and Luxembourg.

Belgian Competition Authority - merger control and antitrust enforcement.

Interfederal Screening Commission - foreign direct investment screening for sensitive sectors.

Crossroads Bank for Enterprises KBO-BCE - company registration and identification database.

Enterprise Court of Antwerp - Hasselt division - local court with jurisdiction over many corporate matters.

Next Steps

Clarify your objectives. Founders should define funding needs, runway, and milestones. Investors should confirm mandate, sector focus, and ticket sizes. Decide whether you need company side or fund side counsel, or both.

Prepare your documents. Assemble corporate documents, cap table, IP assignments, key contracts, financials, and a clean data room. For funds, prepare the term sheet, fund structure memo, and draft LPA or regulations with a regulatory roadmap.

Assess regulatory and tax. Confirm whether your fundraising fits a private placement exemption, whether AIFM rules apply, and whether any FDI or competition filings are needed. Map employee incentive design and tax impacts early.

Engage local professionals. Choose a Hasselt-Flanders legal team experienced in venture transactions, line up a civil law notary for any deed work, and coordinate with your accountant and tax advisor. Align on language needs for deeds and filings.

Plan the closing. Build a checklist with conditions precedent, board and shareholder approvals, notarial timing, and funds flow. Allocate two to six weeks for standard equity rounds, longer for complex or cross-border deals.

Maintain compliance post-closing. Update the share register, file required notices, implement information rights and board processes, and track option grants and vesting. Funds should maintain periodic reporting and marketing compliance.

This guide is general information, not legal advice. For personalized assistance in Hasselt or elsewhere in Belgium, consult a qualified lawyer who can evaluate your specific facts, timelines, and regulatory profile.