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Woluwe-Saint-Pierre - Sint-Pieters-Woluwe is a municipality within the Brussels-Capital Region, a hub for technology, life sciences, fintech, and EU policy adjacent ventures. Venture capital activity here is shaped by Belgian national law and European Union regulations, with oversight primarily by the Belgian Financial Services and Markets Authority. Startups typically incorporate as a BV - SRL or an NV - SA, and investors negotiate tailored rights through shareholders agreements and articles of association. Because Brussels is bilingual, deal documentation commonly appears in English for cross-border transactions, while official filings and notarial deeds are typically in French or Dutch. The ecosystem also benefits from regional financing initiatives and public innovation programs that can complement private VC funding.
Venture capital transactions combine corporate, financial, regulatory, tax, and intellectual property issues that can materially affect valuation and control. You may need a lawyer to structure and negotiate term sheets, preferred share rights, liquidation preferences, anti-dilution protections, board composition, and investor information rights. Legal counsel is also key for drafting and aligning the shareholders agreement and the company’s articles, including transfer restrictions, drag-along and tag-along clauses, and vesting of founder equity. Many equity issuances and amendments require a Belgian notarial deed, so coordination with a notary is essential.
For funds and investors, a lawyer advises on manager licensing under the AIFM framework, possible use of the EuVECA regime, marketing rules, and private placement compliance. When raising capital, you may need advice on prospectus exemptions, placement practices, and MiFID II considerations for intermediaries. Employee incentives require careful design under the Belgian Stock Option Law, including warrants or subscription rights tailored for tax efficiency. Cross-border participation often triggers questions about foreign direct investment screening, AML - KYC checks, data protection in due diligence, and tax structuring for convertible instruments or exits. If disputes arise, counsel helps address founder departures, breaches of warranties, or deadlock resolution.
Corporate forms and governance are governed by the Belgian Companies and Associations Code. Startups usually choose the BV - SRL for flexibility around contributions, distributions subject to net assets and liquidity tests, and customizable profit and voting rights. The NV - SA remains common for larger or later stage companies and supports an authorized capital regime and multiple voting shares under certain conditions. Issuing new shares, creating preferred share classes, or amending articles often requires a notarial deed and publication in the Belgian State Gazette, along with filings in the Crossroads Bank for Enterprises and annual accounts at the National Bank of Belgium.
Fundraising and fund management are shaped by EU rules and Belgian supervision. VC funds and their managers may be subject to the Alternative Investment Fund Managers framework, with lighter registration regimes below certain thresholds and the optional EuVECA label available for qualifying venture strategies. Public offerings normally require an approved prospectus, but private placements rely on exemptions, such as offers to qualified investors or small groups. The FSMA supervises offerings, marketing of fund interests, and compliance with conduct rules. Placement agents and advisors must assess licensing under MiFID II services.
Foreign direct investment screening applies in Belgium through an interfederal mechanism for sensitive sectors and meets specific thresholds related to voting rights and control. Filings can be relevant in cross-border investments, including minority deals, depending on sector and influence. Competition law scrutiny is uncommon for early stage deals but can arise in acquisitions of control or in consolidations that meet notification thresholds.
Tax considerations include the innovation income deduction, payroll withholding incentives for R and D staff, and a tax shelter regime that can support early stage fundraising from individual investors. Convertible loans, interest, and warrant structures require tailored tax analysis. The Belgian Stock Option Law governs taxation of options and warrants, often taxing at grant if accepted within statutory timelines. Advance rulings can provide certainty for bespoke structures.
Employment and IP rules are central. Employee and contractor inventions require clear assignment clauses, and software created by employees in the course of duties generally vests with the employer by law. Data protection under GDPR arises in investor due diligence and customer data sharing, requiring proper legal bases and safeguards. In Brussels, filings and notarial acts are done in French or Dutch, while transactional documents are often drafted in English. Local practice expects bilingual or translated summaries where necessary for filings and notarial review.
Most early stage companies choose the BV - SRL for its flexibility on governance, distributions, and share classes. The NV - SA is also used, especially for later stages or when an authorized capital mechanism or multiple voting structures are desired. Your choice affects investor rights mechanics and notarial requirements.
In Belgium, many actions such as issuing new shares, creating or modifying share classes, and amending articles require a notarial deed and publication. Secondary transfers of existing shares do not typically require a notary, but company registers must be updated. Your lawyer will confirm whether your round requires notarial execution.
SAFE-style instruments exist, but Belgian practice commonly relies on convertible loans or adapted agreements that fit Belgian company law, creditor protection, and tax rules. Investors and founders often choose a short-form convertible loan with clear valuation mechanics and conversion triggers aligned to local law.
Typical rights include preferred shares with liquidation preference, anti-dilution protections, pro-rata rights, information and inspection rights, board or observer seats, vetoes on key matters, and transfer rights such as drag-along and tag-along. These rights are split between the shareholders agreement and the articles.
Private company fundraising often relies on prospectus exemptions for private placements, qualified investors, or limited offerees. You must avoid public offering characteristics unless a prospectus is approved. If a regulated intermediary markets the offering, MiFID II and conduct rules apply. Your counsel will assess which exemptions and notices are needed.
Under the Belgian Stock Option Law, options or warrants can be taxed at grant if accepted within set timelines, based on a percentage of underlying value and plan features. This can be efficient compared to taxation at exercise. Proper plan design and documentation are critical to achieve the intended tax treatment.
Belgium operates an interfederal screening mechanism that can require notification for investments in sensitive sectors when certain thresholds of voting rights or control are reached. Early assessment is advisable in cross-border deals, as screening can affect timing and conditions of closing.
Yes, most VC deal documents are negotiated in English, particularly with international investors. However, notarial deeds and corporate filings in Brussels are made in French or Dutch. Notaries may require translations or bilingual extracts to align with filing requirements.
Investors typically review corporate capitalization, IP ownership and assignments, key contracts and regulatory licenses, employment and incentive plans, litigation, data protection compliance, and financials. Founders should prepare a clean data room and ensure IP and equity documentation is in order before launching a round.
Seed and Series A rounds often take 6 to 12 weeks from signed term sheet to closing, depending on diligence, regulatory checks, notarial scheduling, and any FDI screening. Complex cap tables, cross-border investors, or filings can extend timelines.
The Belgian Financial Services and Markets Authority provides guidance on offerings, fund marketing, and conduct rules. The Belgian Venture Capital and Private Equity Association offers market insights and contacts among local investors. The Brussels-Capital Region supports entrepreneurs through finance and advisory bodies such as finance and invest brussels, hub.brussels, and the 1819.brussels business information service. Innoviris funds research and innovation projects in the region. The Belgian Official Gazette, the Crossroads Bank for Enterprises, and the National Bank of Belgium host official company publications and filings. The Royal Federation of Belgian Notaries can help you identify a notary in Brussels. The Federal Public Service Economy and the Federal Public Service Finance publish information on company law, consumer and market rules, and tax incentives relevant to startups and investors.
Clarify your objectives, the amount you plan to raise or invest, and your preferred timeline. Assemble a preliminary data room with corporate documents, capitalization table, IP assignments, key contracts, financials, and compliance policies. Identify counsel experienced in Belgian venture deals, ideally comfortable working in English and coordinating French or Dutch filings and notarial actions. Ask for a clear plan covering structure, key terms, regulatory checks, tax analysis, and closing steps.
If you are a founder, request a standard term sheet adapted to Belgian law and prepare for investor due diligence. If you are an investor or fund manager, have counsel assess AIFM registration or EuVECA eligibility, prospectus exemptions, MiFID II implications for any intermediaries, AML - KYC procedures, and any FDI screening needs. Build a closing checklist early, coordinate notary availability, and align on signing and funding mechanics. Throughout, document decisions carefully to ensure that articles of association, the shareholders agreement, and incentive plans are consistent and enforceable.
This guide provides general information only. For advice tailored to your situation in Woluwe-Saint-Pierre - Sint-Pieters-Woluwe, consult a qualified Belgian lawyer.
