p. 4
p. 5
p. 10
p. 11
p. 12
p. 14
p. 16
p. 17
Introduction
Starting a company
Joining an existing company
Entering your company on the Roll
Amending your company ’ s articles of association
Changes to shareholders and directors
Removal of your architect-legal entity
Frequently asked questions
You are an architect and you are thinking about your next professional step: your own company. Or you already have a company and want to appoint a new director
These are just a few scenarios taken from everyday architectural practice The question that keeps coming up here is what ethical obligations an architect has towards the Order of Architects The aim of this brochure is to provide a clear answer to this question
Be sure to alert your accountant, notary, business desk or other professional partner to the existence of this brochure
Procedure for the council of the Order when a company is incorporated
01 02 03 04
Choice of company form
Entry to the Roll? Preparing a draft memorandum of association Submitting the draft to the council 05 06
Incorporation after approval by the council Approval or comments by the council
Do you want to set up a company as part of your professional activities as an architect? In that case, just be aware that the first thing you need to decide is whether or not you want to enter it on the Roll This choice is crucial to moving forward. Think about it carefully.
Simplysettingupaprivatelimitedcompany(BV)doesnotprotectanarchitect’sprivateassets Toenjoythisprotection,yourcompanymustberegisteredwiththeOrderofArchitects Anon-registeredprivatelimitedcompanymaynotcarryouttaskslegallyreservedforan architect,namelydrawingupplansandsupervisingtheexecutionofworksforwhichaprior applicationforabuildingpermithasbeenimposedIfthearchitectmakesamistakewhen carryingoutthesetasks,hecanbesuedtogetherwithhisnon-registeredcompanyto compensateforthedamagecausedbythismistake
AlegalentityregisteredwiththeOrderofArchitectsisitselfpractisingtheprofessionofarchitect andisthereforeconsideredanarchitectInprinciple,thepersonalliabilityofthearchitect(s) behindthisarchitect-legalentityisnotcompromised.Asaprofessionalpractitionerandmember oftheOrder,thearchitect-legalentityisrequiredtopayanannualfeeof110eurosThisfeeis separatefromthefeepaidbyanarchitect-naturalperson
Yourmanagementcompanyassoledirector
Doyouwanttoappointyourmanagementcompanyassoledirectorofanarchitect-legalentity? Thenthismanagementcompanyalsoneedstoberegistered
Yourlegalentityasmajorityshareholder
Areyoujoiningyourlegalentityasamajorityshareholderofanotherarchitect-legalentity? Thenyourlegalentityalsoneedstoberegistered
Do you want to enter your company on the Roll? Then you should opt for a company form with legal personality such as the private limited company (BV) If entry to the Roll is not required, partnership is also an option
Each company form has specific conditions attached to it in terms of liability, capital and so on Seek the assistance of a notary, an accountant and/or a lawyer specialising in corporate law in this respect
Once you have chosen the company form, you can get to work on preparing the draft memorandum of association
You are required to seek the assistance of a notary for this purpose if you wish to set up a private limited company (BV), a public limited company (NV) or a cooperative society (CV)
You can use our model articles of association (tailored to a private limited company) when preparing the draft articles of association These are tailored to the specific legislation applicable to architect-legal entities
The applicable rules for architect-legal entities have been significantly relaxed thanks to this year ’ s ‘Laruelle’ legislative amendment
Most of the directors are architects. Architect-legal entities can now also be directors and are eligible for this majority;
The object at least includes the provision of services belonging to the practice of the profession of architect;
The object does not include construction work;[1]
Other activities, excluding contracting, are possible, even without any link to the architectural profession;
The majority of shares and voting rights are held by architects to the exclusion of the architect-officer,
Any person may own the remaining shares and voting rights except the contractor and the architect-officer
The recommendations of the National Council of the Order of Architects concerning companies[2] have been repealed and are therefore no longer part of the applicable ethical framework As such, you may no longer make reference to these recommendations in the articles of association
For any company that an architect sets up as part of his professional activities but which he does not wish to enter on the Roll, the following principles apply when preparing the draft articles of association
Given their individuality, the model articles of association for an architect-legal entity cannot be used to prepare articles of association for companies not entered on the Roll No model articles of association are available for these companies
The recommendations of the National Council of the Order of Architects concerning companies[3] have been repealed and are therefore no longer part of the applicable ethical framework You may no longer make reference to these recommendations
The object does not specify construction work.
If the object specifies the practice of the profession of architect, the tasks reserved for an architect must be performed by persons (i e natural persons or legal entities) registered with the Order of Architects and authorised to practice the profession of architect
Before you can set up a company that forms part of your professional activities, you must submit the draft memorandum of association to your provincial council for approval (Article 5, penultimate and last paragraphs of the Regulations on Professional Duties) The provincial council will check whether it complies with the legal and ethical provisions specific to the profession of architect
You not only need the approval of your provincial council for a company you wish to register following its incorporation You must also submit the draft memorandum of an architect company that you do not wish to register. The same applies to a draft memorandum of a company whose object is not the practice of the profession of architect, but includes activities that, while not exclusively reserved for an architect, are among the regulated or usual professional activities of an architect [4]
Consequently, you must provide the provincial council with the draft memoranda of association of the following companies (non-exhaustive):
companies whose object is the practice of the profession of architect; management companies; asset management companies; holding companies; consultancy companies; etc
You must also submit draft memoranda setting up an asset management company or management company to the council for approval
Once the draft memorandum of association has been finalised, you must submit it digitally to your provincial council for approval You can find the contact details here You must enclose the ‘architect’s company ’ application form toe with your draft memorandum if the object specifies services belonging to the practice of the profession of an architect
The council generally meets monthly To ensure that the process runs smoothly, we ask that you provide the documents some 3 weeks before the meeting
You must await the council’s approval before your company can be incorporated. The competent council will provide you with its comments on the memorandum or give its approval.
If you amend the draft articles of association based on the council’s comments, we ask that you clearly indicate these amendments in the text and resubmit this amended draft for approval
You have the option of appealing against a council decision refusing to approve your draft memorandum Any such appeal must be lodged with the Dutch-speaking Board of Appeal within 30 days Appeals must be lodged by registered letter, addressed to the Dutch-speaking Board of Appeal, attn clerk Frank JODTS, Koophandelplein 23, 9000 Ghent (Articles 25 and 26 of the Law of 26 June 1963 establishing an Order of Architects)
Once approved by the council, the memorandum can be signed and witnessed This is followed by the (electronic) filing of the memorandum at the registry together with the registration of the company in the Crossroads Bank for Enterprises (CBE) and the allocation of a company number. An extract of this memorandum will be published in the annexes to the Belgian Official Gazette within 10 days of its being filed
You cannot proceed with the incorporation of your company until you have the approval of your provincial council
The approval of your draft memorandum does not mean that your company is entered on the Roll Do you want to enter your company on the Roll following its incorporation? Then be sure to remember to apply for your registration and provide the necessary documents Read more about this on page 11
Procedure for the council of the Order for joining an existing company
Entry for approval to the council Entry after approval
Approval or refusal by the council
As part of your professional activities, do you have plans to join an existing company by, for example, acquiring shares or becoming a director? Then discuss these plans with your provincial council in advance and provide the council with the draft agreement or draft decision governing your entry
The council will review this draft deed and the existing company and give its approval or refusal with entry
After the memorandum of association has been approved and once the company has acquired legal personality, it can be entered on the Roll provided you submit the following documents to the competent council:
copy of the final approved articles of association drawn up and signed by the notary; extract of the incorporation from the Belgian Official Gazette; copy of the proof of registration in the legal entities register at the Crossroads Bank for Enterprises; copy of the extract from the share register; proof of insurance
The council can only register a legal entity if it has these documents, so be sure to provide them The sooner the council has them, the sooner registration can follow at the next council meeting
Procedure for the council of the Order in the event of a proposed amendment to the articles of association
01 02 03 04
Preparing a draft deed to amend the articles of association
the draft to the council
Approval or comments by the council
Implementing amendments to the articles of association after approval by the council
If you have a company and wish to make an amendment to its articles of association, the following rule applies. If you need the approval of your provincial council to incorporate your company, you will also need it for subsequent amendments to the articles of association. In the case of amendments, the same rules for preparing draft articles of association apply as in the case of incorporation Read more about this on pages 7 en 8
Once prepared, submit the draft deed to amend the articles of association to the relevant council for approval. As in the case of incorporation, the council will examine the deed and give its approval or formulate its comments on the deed. You must await the council's approval before making amendments to the articles of association
If you amend the draft articles of association based on the council’s comments, we ask that you clearly indicate these amendments in the text and resubmit this amended draft for approval
You have the option of appealing against a council decision refusing to approve your draft memorandum Any such appeal must be lodged with the Dutch-speaking Board of Appeal within 30 days Appeals must be lodged by registered letter, addressed to the Dutch-speaking Board of Appeal, attn clerk Frank JODTS, Koophandelplein 23, 9000 Ghent (Articles 25 and 26 of the Law of 26 June 1963 establishing an Order of Architects)
Once approved by the council, the memorandum can be signed and witnessed. This is followed by the (electronic) filing of the memorandum at the registry. An extract of this memorandum will be published in the annexes to the Belgian Official Gazette within 10 days of its being filed
Procedure for the council of the Order in the event of proposed changes to shareholders or directors
The council will review and approve or refuse the changes in the light of specific legislation and professional ethics 01 02 03 04
Submitting the draft deed to the council
Preparing a draft deed Approval or refusal by the council Implementing amendments after approval
You should also submit proposed changes to shareholders or directors that do not require an amendment to the articles of association to your provincial council before implementing the change(s) This therefore applies to the appointment of a new director, to the transfer of shares and so on
You have the option of appealing against a council decision refusing to approve your draft memorandum. Any such appeal must be lodged with the Dutch-speaking Board of Appeal within 30 days. Appeals must be lodged by registered letter, addressed to the Dutch-speaking Board of Appeal, attn clerk Frank JODTS, Koophandelplein 23, 9000 Ghent (Articles 25 and 26 of the Law of 26 June 1963 establishing an Order of Architects)
Once approved by the council, the changes can be implemented
The appointment or removal of a director requires the (electronic) filing of the deed at the registry Publication in the annexes to the Belgian Official Gazette is made within 10 days of filing
No filing or publication is required in the case of a share transfer You are required to report the changes in the share register
Procedure for the council of the Order in the event of a request for removal
01 02 03
Request for removal
Examination by the council
Approval or refusal of removal
If your legal entity no longer wishes to practise the profession of architect, you should apply to the competent council to have it removed This can be done by email
Removal does not happen automatically at the time the professional activity ceases, so be sure to apply for the removal
With your application, enclose the ‘declaration on honour’ form and provide proof that your legal entity is no longer practising the profession of an architect If the legal entity continues to exist after being removed, the council may ask you to amend the articles of association of the legal entity This is to ensure that provisions specific to architect-legal entities are deleted
What activities must be included in the object of an architect-legal entity?
The object of an architect-legal entity should at least specify the provision of services belonging to the practice of the profession of architect However, the object does not have to be limited to that. Other activities are also allowed with the exception of the contracting of public or private work, as this is completely incompatible with the practice of the profession of architect
Do all directors of an architect-legal entity also have to be architects?
No.Currently,morethanhalfofthegoverningbodymustconsistof architectsArchitect-legalentitiesarealsoeligibleThepermanent representativeofanarchitect-legalentitydirectorshouldbeanarchitectnaturalperson
Alegalentitythatisnotregisteredbutiscomposedexclusivelyofregistered architectsisnotanarchitectIntheabsenceofregistration,thislegalentityis notaprofessionalpractitionersubjecttoourCodeofEthics
Who may become a shareholder of an architect-legal entity?
The majority of shareholders must be architects, with the exception of the architect-officer. The other shareholders can be anyone except a public or private works contractor and the architect-officer
Can a holding company own all the shares of an architect-legal entity?
This is possible, provided the holding company is registered on a Roll of the Order of Architects To obtain this registration, the holding company must of course comply with all the legal rules applicable to architect-legal entities
How many shares and voting rights do architects have to hold in an architect-legal entity?
50% +1 of the shares and voting rights
Does the name of my architectural company have to include the word ‘architect’?
This is no longer an obligation, either for the architect-legal entity or the nonregistered architect company
Can my architect company ’ s equity account be made available?
Yes, there is no provision in the Code of Ethics prohibiting this The general rules of the Companies and Associations Code (WVV) are then applicable
Does the company form of a limited partnership (CommV) qualify as an architect-legal entity?
A CommV is a company form with legal personality and is therefore eligible
However, the CommV does not limit the personal liability of the limited partner As a limited partner, the architect remains indefinitely and jointly and severally liable for the company ’ s obligations in application of Article 4:22
WVV If you want to limit the personal liability of the architect-natural person within the company, you should opt for a company form with full legal personality such as the private limited company (BV)
What happens if my architect-legal entity no longer meets the legal requirements to practise the profession of architect?
Inprinciple,thecompetentcounciloftheOrderofArchitectsthenwithdraws thelegalperson’sauthorisationtopractisetheprofessionofarchitect Withdrawalofauthorisationtopractisetheprofessionofarchitectresultsin removalfromtheRoll.
Thereisoneexceptiontothis,knownasthe‘regularisationschemeon death’If,duetothedeathofanarchitect-naturalperson,yourarchitectlegalentitynolongermeetsthefirst(i.e.minimumholdingofsharesand votingrights)and/orthird(iemanagementrequirement)legalcondition,the legalentityhas6monthstoregulateitselfDuringthatperiod,thelegalentity maycontinuetoexercisetheprofessionofarchitectifaprofessional architectperformstheactsthatarepartoftheprofessionofarchitect. Thismaybeanarchitectwhoispartofthecompany,oritmaybeathirdpartyarchitect
Can a trainee set up a private limited company and have it registered on a Roll of a council of the Order?
Unlike in the past, a trainee has the option of setting up and/or managing an architect-legal entity alone. The participation of a traineeship supervisor or other architect registered on the Roll is no longer a legal requirement
I am an architect Do I have to submit my company ’ s articles of association to the council for prior approval?
You must submit the full draft memorandum of association and deed amending the articles of association to the council for approval if you practise the profession of architect or other customary activities of an architect within your company The same applies to an appointment of a new director or the entry of a new shareholder Therefore, if the formation of a company does not fall within these professional activities, you do not need to submit it
The articles of association of my architect company have been approved by the competent council. Does this mean that my company is entered on the Roll? ARCHITECTS,
No. Approval of the articles of association does not constitute entry to the Roll However, it is a necessary step that precedes the application for registration. You need to apply for entry to the Roll itself and provide the necessary documents The provincial council cannot register your company on its own initiative. Also remember that your company must have legal personality to be eligible for registration In other words, the company must exist.
Does the architect-legal entity have to pay a fee to the Order of Architects?
The annual fee for an architect-legal entity is 110 euros This fee is separate from the fee paid by a natural person
Are model articles of association available for architect partnerships?
You can find model articles of association for setting up an architect-legal entity on our website. Model articles of association are not available for architect companies that do not want to be entered on the Roll given the greater freedom enjoyed by architects.
Can I use the model articles of association on the website for an architect company that is not entered on the Roll?
No These model articles of association are tailored to the specific regulations applicable to architect-legal entities and are therefore not suitable for an architect-legal entity that does not wish to be entered on the Roll
I wish to appoint a new director or remove a director in my company. Does this have to be approved by the council?
Yes. Any change within the management or shareholding of your company must be submitted to your provincial council for prior approval
Can a management company be appointed as sole director of an architect-legal entity?
A management company may be appointed as sole director of an architectlegal entity provided it meets the requirements of an architect-legal entity and is therefore itself an architect-legal entity
I wish to sell my shares in an architect company Does this have to be approved by the council?
Yes, any change in shareholders and/or the voting rights ratio must be submitted to the council for prior approval.
I wish to join a company Do I have to notify the Order of this?
Yes, you must give prior notice and obtain approval from the provincial council before joining the company
Is it sufficient to provide only the articles of association section of a draft deed to the competent council?
No. The full draft deed must be provided. In the case of a draft amendment to the articles of association, the draft includes the coordinated version of the articles of association.
I have amended my draft articles of association in line with the council’s comments. Do I need to resubmit my amended draft to the council?
You do indeed need to resubmit the amended draft for approval We ask that you clearly indicate the changes in the text
Does my company need to be entered on the Roll?
An architect is not legally obliged to have his company entered on the Roll Nevertheless, being registered does have certain major advantages. These can be found on page 6 of this brochure
Can an architect-legal entity act as an estate agent?
Yes, provided a number of conditions are respected Among other things, the architect-legal entity must take out additional professional liability insurance and the architects who act as estate agents in the name of and on behalf of the legal entity must undergo continuous training Do you intend to practise the profession of estate agent, whether within a company or not? If so, be sure to consult Articles 32 to 44 of the Regulations of Professional Duties and inform your provincial council of this intention
Can an architect-legal entity participate in a contracting company?
No The architect-legal entity may not hold stakes in companies whose object and activities are incompatible with the profession of architect (Article 2, §2, 4° of the Law of 1939)
Why can I not submit environmental permit applications in the name of my non-registered architect company?
Because a legal entity that is not registered with the Order of Architects cannot practice the profession of architect itself It is not a professional practitioner. Environmental permit applications can only be submitted in the name and on behalf of a legal entity if it is entered on the Roll and fulfils the conditions for practising as an architect
Where can I find the National Council’s recommendation of 24 November 2017 on the practice of the profession of architect in or by a company?
Thisrecommendationhasbeenrepealedandisthereforenolongerineffect ThesameappliestotheNationalCouncil’sotherrecommendationson companiesTheseare:therecommendationof31March1992onthe participationofthearchitectinapropertyservicescompany,(ii)the recommendationof28November1997onthepracticeoftheprofessionof architectinthecontextofacompanyorassociation,(iii)therecommendation of27April2007onthepracticeoftheprofessionofarchitectbyalegal entity
Please get in touch with your (provincial) council. You can find the contact details here.
Tour&Taxis,KoninklijkPakhuis Havenlaan86cbus101,1000Brussel
Tel 026436200- info@ordevanarchitectenbe-wwwarchitectbe ©OrdevanArchitecten–VlaamseRaad– January2025