International not-for-profit association

An international not-for-profit association (ivzw) is an association which pursues an  international use purpose. An International not-for-profit association only acquires legal personality after recognition by the King.

Incorporation formalities

Founders

An International not-for-profit association can be set up with one or more persons. Both natural and legal persons can incorporate an international not-for-profit association.

Contribution

If you set up an international not-for-profit association, you will have to contribute something. There is, however, no legal minimum capital required for the international not-for-profit association, and therefore, the contributions can be reasonably limited. A contribution in cash or kind can be proceeded to. For a contribution in kind, no statutory auditor, certified auditor or external auditor must intervene to assess the contribution in kind.

Articles of association

In the articles of association of your international not-for-profit association, you must include a number of legally compulsory mentions. Set forth below is a brief description of such compulsory mentions.

a) Identity of the founders

To enable third parties to  know who has incorporated the international not-for-profit association, you must include with regard to the identity of the founders a number of data in the articles of association.

If the founders are natural persons, you must include the last name, first name and domicile of each founder in the articles of association.

If the founders are legal persons, you must include the name, legal form, company number and address of the office in the articles of association.

b) Region where the office of the international not-for-profit association is established

It is only required by law to include in the articles of association the Region where the office of the international not-for-profit association is established. It is not required to include the address of the international not-for-profit association in the articles of association, since the address may be made public by excerpt in the Annexes to the Belgian Official Gazette. In this manner, it can be easily changed, if needed, afterwards.

c) Disinterested/charitable purpose and objects

In the articles of association, you must also include the disinterested/charitable purpose of the international not-for-profit association and  the objects of the international not-for-profit association.

d) Joining and retirement of members

In the articles of association you will also have to elaborate on how members can join and retire from the international not-for-profit association.

e) Rights and obligations of the members

In the articles of association, you must also elaborate on the rights and obligations of the members.

f) Powers of the general meeting

In the articles of association, you must also elaborate on the powers of the general meeting, how the management body can call the general meeting and how the general meeting must inform members and third parties of its resolutions.

g) Directors and their powers

In the articles of association you will also have to stipulate the methods for appointing  directors, as well as the term of their mandate. In the articles of association, you must also stipulate how the international not-for-profit association shall be represented. It is also possible to include an executive board in the articles of association.

h) Conditions for an amendment to the articles of association

In the articles of association of an international not-for-profit association, you must also stipulate the conditions for amending the articles of association of the international not-for-profit association.

i) Allocation of the capital in case of dissolution

If you dissolve an international not-for-profit association, its capital must be applied toward a disinterested/charitable purpose. This is the reason why you have to enter in the articles of association, from the time of incorporation, to which disinterested/charitable purpose the capital of the international not-for-profit association would be allocated,  in the event that it is later  dissolved.

Language

The deed of incorporation and other documents of the international not-for-profit association are drawn up in one of the official languages of the language region where the legal person has its registered office. Non-compliance with this obligation leads to the nullity of the deeds.

For an international not-for-profit association which is incorporated in the bilingual region of Brussels-Capital (the 19 municipalities of Brussels), the deeds and documents maybe drawn up either in Flemish, or in French, or in bilingual form (e.g. in 2 columns).

For an international not-for-profit association which is incorporated with an office in the Flemish-speaking region, even in a municipality with language facilities, all deeds and documents must be drawn up compulsorily in Flemish.

For an international not-for-profit association which is incorporated with an office in the French-speaking region, all deeds and documents must be drawn up compulsorily in French.

For an international not-for-profit association which is incorporated with an office in the German-speaking region, all deeds and documents must be drawn up compulsorily in German.

Identification of persons

When you take part in the incorporation as a founder or are designated as director, you must  be identified in the deed.

This identification comprises your last name and first names, your place and date of birth and your domicile. In addition to this, your unique identification number is also included, which is the Belgian national register number, if you have one, or otherwise your number in the bis-register of the Crossroads Bank for Social Security.

The directive also further provides that you must identify yourself with an eIDAS-conformable means of identification of your member state.

Formalities after the incorporation

After having signed the deed of incorporation, you must still fulfil a number of formalities before the international not-for-profit association can conduct its business activities.

• The notary will file the deed of incorporation and the excerpt of the deed of incorporation at the registry of the commercial court where the office of the international not-for-profit association is located, within thirty days after the signing of the deed. Within ten days after the filing the publication of the excerpt in the Annexes to the Belgian Official Gazette takes place.
• In this way, the aforementioned legal persons must be registered with the Crossroads Bank for Enterprises. Through this registration the authorities are informed that your international not-for-profit association shall participate in legal transactions as an undertaking.
• The text of the articles of association shall also be filed separately in a database of articles of association which can be publicly consulted

Therein, the provision in the articles of association with regard to the power of representation of the directors shall also be included and can be consulted.

Is the activity which the international not-for-profit association shall exercise subject to VAT, it shall, then, also have to apply for a VAT-number. This application shall have to be issued by the international not-for-profit association itself.

Management

Forms of management

In an international association the form, composition, working procedure and competences of the management body are stipulated in the articles of association.

Conditions

In principle, any person who is legally capable, can be appointed director. There are, in other words, no legal appointment conditions.

A legal person which is appointed director, must always designate a permanent representative. That permanent representative is charged with the performance  of the director’s mandate in the name and on behalf of the director-legal person. Outside of the fact that this permanent representative must be a natural person, there are also no special appointment conditions which apply here. It is, however, not possible to be appointed to the management body both in one’s  own name and in the capacity of permanent representative.

Powers

The management body may perform all acts which are useful or expedient for the realization of the objects of the association or foundation. The directors can also mutually share their tasks.

The management body is authorized to represent the association or foundation towards third parties.   The articles of association can, nevertheless, grant the power to one or more directors to represent the association or foundation alone or jointly.

The management body can assign the day-to-day administration of the foundation or association to one or more persons. The day-to-day administration comprises, on the one hand, decisions which do not go beyond the everyday life needs of the association or foundation. On the other hand, it concerns decisions which do not require intervention  on the part of the management body , because they are of lesser importance or very urgent.

Disqualifications applicable to Directors

In some cases the judge can impose a prohibition on exercising the function of director. Such a prohibition can be imposed on the occasion of a criminal conviction, or within the framework of a judicial dissolution or a bankruptcy. The violation of a director’s disqualification can be sanctioned by a prison sentence and a fine.

Disqualification from a profession deriving from criminal law

The criminal court judge can impose the prohibition, in case of a fraudulent bankruptcy or misuse of corporate assets to conduct trade personally or through an intermediary. The duration of this prohibition can also not be less than 3 years or more than 10 years.

If a person has been convicted abroad of  one of the above-mentioned crimes, the Indictment division can still pronounce the disqualification from a profession.

Disqualification from a profession within the framework of a judicial dissolution

The commercial court can impose a disqualification from a profession upon a director who refuses to cooperate with the liquidation of a judicially dissolved company. Upon the closing of the liquidation the prohibition can be imposed, in that case, on  exercising the position of director personally or through an intermediary. If the dissolution of the company was pronounced abroad, this power accrues to the commercial court of Brussels. The term of this disqualification from a profession cannot exceed 3 years.

Disqualification from a profession deriving from insolvency law

If a business goes bankrupt and the judge finds that an apparent major error by the bankrupt person has contributed to the bankruptcy, the court can impose a prohibition upon the bankrupt person from  running a business personally or through an intermediary. This prohibition can also be imposed upon a director of a bankrupt business whose removal was not made public one year before the declaration of bankruptcy or upon the person who actually managed the business (without having been appointed as director). In addition to this, the prohibition can also be imposed on performing  any mandate which entails the power to legally bind a legal person. The court shall establish the term of the prohibition, subject to  a maximum of 10 years.

If the bankruptcy was pronounced abroad, the insolvency court of Brussels is authorized to impose such a prohibition.

The court can also impose the prohibition on exercising  the function of director upon directors of a bankrupt company who have not given their full cooperation to the bankruptcy trustee. In such case, the duration of the imposed  disqualification cannot exceed 3 years.

Register

The existence of a disqualification from a profession is not indicated in the Crossroads Bank for Enterprises or another central register. The information about this can only be found in the Belgian Official Gazette.