|Certificate of incorporation||
This document does not exist under Belgian law. When such a certificate is required by an investor, two documents should be produced: (i) a certificate confirming the company's registration with the Crossroads Enterprise Database and (ii) proof of publication
|Change of control||
A transfer of majority ownership upon the occurrence of a certain event, such as an acquisition or merger or when a majority of the company's voting rights changes hands. In most cases, change-of-control provisions are designed either to protect (a group of) shareholders against a hostile takeover or to ensure that the provisions of a given agreement are maintained/amended should a change of control occur.
In order to encourage investors to subscribe to (convertible) bonds/notes and other financial instruments, a provision is often included in the issue conditions stating that if the company experiences a change of control, the holder is entitled to the principal plus interest, as well as an additional amount (a premium), which is often a multiple of the principal amount.
Requirements which must be met (or waived) before a deal or financing arrangement can be closed. Such conditions typically include the provision of a legal opinion, the appointment of new members to the board of directors, the production of certificates issued by parties to the agreement or third parties, etc.
a natural or legal person, public authority, agency or other body which alone or together with others determines the purposes and means of the processing of personal data
A percentage discount applied when determining the number of shares to be issued upon the conversion of financial instruments. The discount is applied to the share price upon conversion in order to enable investors to convert their financial instruments into more shares than they would otherwise be able to purchase for the same nominal amount. The purpose of the discount is to compensate investors for the risk run at seed stage.
A financial instrument which entitles its holder or the issuer to either claim the repayment of a certain amount of debt (plus interest) or exchange the debt instrument for the company's shares (i.e. remain the holder of a debt claim or become a shareholder in the company). Conversion is usually subject to the fulfilment of specific conditions.
|Corporate governance charter||
A reference document prepared by a company describing the principal aspects of its governance, notably its structure, the terms of reference for the board of directors and its committees, and any other important points relating to internal or external organisation.
FR: Charte de gouvernance d'entreprise / NL: Corporate governance charter
The company's interest in pursuing its objectives, covering both the interests of shareholders and, if applicable, other stakeholders. The corporate interest will vary depending on the type of company (family business, listed or unlisted company, corporate group) and its stage of development. The corporate interest guides the corporate organs in the short, medium and long term, and the courts generally sanction non-compliance.
|Corporate social responsibility (CSR)|
A party to which money or a debt is owed. In practice, creditors may benefit from more or less protection, e.g. (i) secured and unsecured creditors (the latter do not enjoy special rights in the event of default, such as the right to take possession of a certain asset or to be paid before (all or some) other creditors) and (ii) junior and senior creditors (in the event of default, a junior creditor's claim will only be satisfied after all senior creditors' claims).
|Crossroads Enterprise Database (CED)||
A database of all information about companies and their establishments. Every company, regardless of its corporate form, must register with the CED before taking up an activity in Belgium. Upon submission of its articles of incorporation to the registry of the competent commercial court, the company receives a number, which must be used in all dealings with administrative and legal authorities, clients and suppliers. This number is also the company's VAT number (after registration with the VAT authorities). All Belgian establishments of a company should be registered and are granted a registration number.