The draft deed names a share class your articles never created

Three weeks after the term sheet is signed, the notary's clerk circulates a draft deed for the general meeting. It refers to class B shares carrying a preference on distributions. Nobody at the company has ever created a class B share. The articles describe one class, held by two founders and an early business angel, and say nothing about preference. Counsel for the fund treats the point as an amendment to the agenda. On your side of the table it is a fresh negotiation, in the week you had reserved for signing.

The price was settled weeks earlier. What was never settled is the instrument the company issues, who appears on the share register as subscriber, and how many separate issues the round is made of. Those three answers decide what a founder keeps. They surface late, each one constrains the other two, and once the deed is executed none of them can be revisited without reopening the negotiation.

What a Belgian company can issue, and who has to approve it

An SRL or BV under the Belgian Companies and Associations Code has no share capital in the pre-2019 sense. It has equity, and the code requires a company to start with enough of it, supported by a financial plan the founders sign. Issuing shares amends the articles of association, so it takes a general meeting held before a notary, prepared by a report from the administrative body on the issue price and, where the company has a statutory auditor, by a report from that auditor. What that produces is a calendar rather than a decision: a convocation period, a slot in the notary's diary, and publication once the deed is executed.

The same code allows an SRL to issue convertible bonds and subscription rights, which the old private limited company could not do. That is what makes a staged round workable: shares now, subscription rights attached to a commercial or technical trigger later. Existing shareholders hold a preferential right on shares subscribed for cash, and only the general meeting can restrict or cancel it, in the interest of the company. A round that admits an outside investor therefore reaches the agenda of a meeting your first angel is entitled to attend.

The articles can give share classes distinct voting and economic rights. A good number of arguments presented as price arguments are arguments about control, and they settle faster through the choice of instrument than through two points on the valuation, which is the same trade discussed in raising capital without losing control.

The name on the share register changes what a dividend costs

The share register records a name, and that name is the taxpayer on every distribution the company makes for the next decade. The subscriber is fixed at the moment of issue, which is why the question belongs before the meeting, not on the list of things to tidy up afterwards.

The VVPRbis regime shows how literal that is. It attaches a reduced withholding tax on dividends to one specific batch of shares, on conditions that belong to the shares rather than to the shareholder: the company has to be small when the shares are issued, the contribution has to be made in cash, the shares have to be registered, fully paid up and free of any preferential right to the profit or to the liquidation proceeds, and the holder has to keep them in full ownership without interruption, with the waiting period counted in financial years. The reduced rate is 18 per cent. The 20 per cent intermediate rate that used to apply from the second financial year after the contribution has been abolished for contributions made after 31 December 2025, as the ITAA set out when the programme law was tabled, which lengthens the wait without changing a single condition.

Set those conditions against an ordinary round and the consequences are immediate. Shares issued to a fund with a liquidation preference fall outside the regime on the preferential rights condition. Shares created by converting a loan come out of a claim rather than a cash contribution. Moving existing shares into a holding company formed after the round is a transfer, and it breaks continuous ownership on the shares transferred.

None of this condemns the management company. Dividends flowing up to a Belgian company can qualify for the participation exemption, subject to conditions on the size of the holding, the holding period and taxation in the hands of the subsidiary, and a later sale of shares is not treated the same way from a company as it is in your own name. The structure also costs money every year it exists. The decision runs on your real horizon: how much you intend to distribute over the next five years, and when you expect a partial exit. That calculation sets the order of operations, and the order of operations sets what you keep.

Tranches are cheap to promise and expensive to convene

Each issue of shares goes back through the general meeting and the notary, and is published afterwards. A round in three tranches is that sequence three times, with a fresh convocation each time. The code answers this directly: the general meeting can authorise the administrative body to issue shares, convertible bonds or subscription rights, for a limited and renewable period. The authorisation belongs on the agenda of the meeting that closes the round. Voted six months later, it is voted at the moment the second tranche is already late and the investor has just read your management accounts.

A milestone tranche also moves the dilution arithmetic your existing shareholders were shown, because the percentage on the term sheet describes the round as though all of it lands on one day. The mechanics of that shift are set out in equity dilution during fundraising. Where the later tranche converts at a revised price instead of a fixed one, the founders absorb the gap if the valuation stalls.

Widening the circle of subscribers changes the rules

The calendar carries a second constraint, and founders usually meet it while filling the last slice of a round from their own network. An approved prospectus is required above 12 000 000 EUR raised over twelve months, a threshold applying from 5 June 2026, and below it the information note regime applies, as the FSMA confirmed when the new threshold was announced. Neither document is required where the twelve-month total is at most 500 000 EUR with a maximum of 5 000 EUR per investor. The count runs over twelve months and across offers: a friends and family tranche in the spring and an angel tranche in the autumn are one calculation.

What remains is closing mechanics. Conditions precedent lifted, funds on a blocked account, the deed executed, the shareholders' agreement signed the same day. The sequence holds only when the instrument and the subscriber are already behind you.

Two calls that decide most of the outcome

The first is equity now or conversion later. An issue of shares fixes the price today and spreads valuation risk across everyone on the register. A convertible bond postpones the price, which suits a founder convinced that the next two quarters will change the trajectory. The postponement is paid for with a cap, a discount, sometimes capitalised interest, and shares that are born out of a claim. The question worth answering is who carries valuation risk, and what you hold once the mechanism has run.

The second is your own name or your vehicle, and on what date. Getting either wrong has a price you can put a figure on. A warrant promised to a business angel with no basis in the articles becomes a renegotiation on the day he asks to exercise it. A holding company inserted after the round costs notarial fees and, on the shares concerned, a tax treatment the same operation a quarter earlier would have preserved. A missing authorisation to the administrative body hands the investor a second negotiating slot, timed for the moment you need the tranche.

The dups approach to structuring a round

At dups the instrument, the subscriber and the tranche calendar are treated as one decision taken once, before an investor sees the file. Handled separately they contradict each other, and the contradiction shows up in the notary's draft.

In Specialist Support we come in on the point that is blocking: choosing between an equity issue and a convertible, drafting the authorisation to the administrative body, working out what you net under each vehicle, or preparing the meeting and coordinating with the notary's office. In Full Deal Execution we run the round from strategy through to closing, which means the structure is fixed before the first investor call. We take ten companies a year, selected with an investment committee. Simplycure was a fundraising mandate in 2025.

If a term sheet is already on your desk, book an exploratory conversation through our contact page. An hour is usually enough to establish whether your current structure is costing you anything, and a structure is cheap to correct before the deed and impossible to correct after it.

Questions founders ask before a round closes

How is a fundraising round structured in Belgium?

Three decisions sit behind the price: the instrument the company issues, being new shares, a convertible bond or subscription rights, the subscriber who appears on the share register, and how many separate issues the round is split into. The Belgian Companies and Associations Code frames each issue, and a general meeting held before a notary remains unavoidable.

Should I set up a holding company before or after a funding round?

Before the issue, if you set one up at all. Transferring existing shares into a holding company formed after the round is a transfer of shares, and it breaks the continuous full ownership the VVPRbis reduced rate requires, so you pay notarial costs and lose the reduced withholding tax on the same shares. Expected dividends and your exit horizon decide whether the vehicle is worth it.

Convertible loan or new shares for a first Belgian round?

A share issue fixes the price now and puts the valuation question on the table with everyone present. A convertible bond defers it, in exchange for a cap, a discount and sometimes interest, which is reasonable when a near milestone will move the price. One consequence to price in: shares created on conversion come out of a claim, so they fall outside VVPRbis.

Pierre-Alexis Leonard, CEO at dups