BELGIUM Law and Practice Contributed by: Steven De Schrijver, Allegiance Law
2.4 Venture Capital Venture capital funds secure their funding pre- dominantly from family offices, private funds, and individual angel investors. Although less common, additional investors in venture capital funds may include government-backed insti- tutions and investment companies, such as Noshaq, Participatiemaatschappij Vlaanderen NV, Limburgse Reconversiemaatschappij NV, Federale Participatie-en Investeringsmaatschap- pij NV and Belgian Growth Fund Comm V. 2.5 Venture Capital Documentation Belgium does not have specific nationwide regu- lations or standards governing venture capital documentation. The structuring and documen- tation of venture capital deals must be in line with general contractual and corporate law and typically depends on negotiations between the parties involved – investors, start-ups and legal professionals. 2.6 Change of Corporate Form or Migration Belgian corporate law offers a highly flexible framework for organising companies, eliminating the necessity for start-ups to undergo changes in their corporate structure as they progress in development. Notably, even a private limited liability company (BV/SRL) can be listed on a securities exchange, enhancing the versatility of Belgium’s corporate landscape. Given Belgium’s appeal as a conducive home for companies across all developmental phas- es, the need to migrate to another jurisdiction is infrequent. Only if a start-up plans significant international expansion might it explore options that facilitate global operations, such as setting up subsidiaries in other jurisdictions.
(b) Documentation – detailed loan agree- ments specifying amounts, terms and conditions are required and can be subor- dinated or non-subordinated. • Bank financing – the providers and their documentation processes are as follows. (a) Providers – early-stage financing is pro- vided by various banks offering govern- ment-supported options. (b) Documentation – the following respective documentation requirements apply. (i) Investment loans from the European Investment Bank (EIB) – an agree- ment with the European Investment Bank and partner banks is required. This investment credit scheme includes (in)tangible investments within the EU of less than EUR25 million. It aims to support investment projects of European SMEs of fewer than 250 employees, as well as mid- sized enterprises of fewer than 3,000 employees. (ii) Guarantee schemes – detailed agree- ments outlining guaranteed amounts by the government and conditions are required. • Non-bank financing (leasing) – the providers and their documentation processes are as follows. (a) Providers – early-stage financing is pro- vided by ccredited leasing companies. (b) Documentation – formal leasing agree- ments, with on-balance and off-balance leasing options, are required. Each financing option has its specific require- ments and documentation procedures. Entre- preneurs should carefully consider the terms and conditions of each source and engage legal and financial professionals to ensure clarity and compliance with financial regulations.
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