Simply put: once you decide to go all in, don’t overthink it — but make sure you structure things properly.

Most Belgian startups incorporate once they start generating revenue, want to raise external funding, plan to issue shares to co-founders or employees and want to limit personal liability.

Probably you will incorporate a BV (Besloten Vennootschap / SRL). This legal vehicle offers lots of flexibility (which you’ll need when you read further), whilst the costs are limited.

Investors will typically expect a company structure to be in place before investing

Easy question, hard answer.

There is no single formula. Consider who contributed to the idea or concept, who developed the technology, who invested money and who works full-time. This is the foundation of your company, so don’t discuss it overnight.

Only agree on a structure that feels fair to all of you — today and in the future. If not, it will come back to bite you.

Once you’re on the same page with your co-founders, do think about investors as well. They view your company differently and will typically expect founder vesting mechanisms to ensure long-term commitment.

Yes. Definitely yes.

It may feel like you’re aligned — but are you really? A founders’ (or shareholders’) agreement covers equity allocation, vesting, governance, IP ownership, non-compete obligations and exit scenarios. More importantly, it forces the difficult conversations.

Think of it as your safety net: interesting to read when things go well, essential when they don’t.

Little insight from the ‘lawyers-who’ve-seen-it-all’: many startup disputes arise because founders never formalised these agreements. Because ‘Hey, I’m all in on the team and the idea!’.

Your startup should implement general terms and conditions when selling digital products or services, operating a SaaS platform, provide APIs and onboard customers (online). So, basically, as soon as you start doing business.

These terms should regulate liability limitations, payment conditions, service levels, terms of use, IP ownership and clauses on confidentiality, data protection or other regulatory requirements.

For B2C services, additional consumer protection rules apply.

A seed round is an early-stage financing round used to build the first product and validate the business model. The goal of your seed round is to reach key milestones that will enable the company to raise a larger Series A round.

In Belgium, seed investments are often made by business angels, seed funds, accelerator programmes or early-stage VC funds.

In this phase of your company, the set of legal documents is probably rather limited. Make sure the fundamentals are in place: documentation about the corporate structure, share ownership and cap table, founders’ / shareholders agreements, IP ownership, key contracts, employment agreements/ management agreements and regulatory compliance (such as compliance with GDPR).

An ESOP (Employee Stock Option Plan) could be very useful as it allows you to grant employees equity, typically via share options or subscription rights that vests over time. It is standard in the startup ecosystem and a key tool in the war for talent, as it helps attract and retain employees (yes, even independent contractors and self-employed collaborators) by offering upside. If properly structured, stock options can also offer a tax-efficient upside for option holder.

At the same time, ESOPs allow you to reduce cash salaries, thereby limiting short-term burn while aligning employees with long-term value creation.

When expanding beyond Belgium, startups face a range of legal complexities.

First, they must navigate different company law regimes and corporate forms, each with their own governance rules, capital requirements and director liabilities. Second, they must deal with different legal systems (e.g. civil law vs. common law), affecting how contracts are drafted and enforced. Third, funding practices vary across jurisdictions, including investor expectations and instruments. 

There have been initiatives towards European harmonisation of company law, but in practice national rules still prevail.

Startups should also consider tax, employment, IP and regulatory implications when expanding internationally.

NDAs (Non-Disclosure Agreements) are useful when discussing confidential information with partners, contractors or potential acquirers. Investors are generally reluctant to sign NDAs at an early stage, but you should ensure one is in place before sharing sensitive information.

Typical mistakes include unclear IP ownership, lack of alignment through a clear founders’ or shareholders’ agreement, poorly structured fundraising, weak customer contracts and ignoring compliance (such as GDPR compliance).

‘As soon as possible’ won’t do the deal, right?

But honestly: as soon as possible — within reason.

We understand that legal budgets are limited in the early days and that you’re already stretched thin. Our goal is to help you get the essentials right in a pragmatic way.

If we understand your company, your story and your challenges, we can guide you and flag issues before they become problems.

Legal support shouldn’t slow you down — it should help you move faster and safer.

Mostly, yes. If you process personal data in the context of your services, you must provide a privacy policy under the GDPR.

This policy should explain what personal data you collect, why you process it, how long you retain it and what rights data subjects have.

GDPR applies when you process personal data of EU individuals in the context of your services to EU users. So, most presumably, yes, GDPR is applicable to your startup as from the start. In the early days, make sure to be able to demonstrate that you encounter basic compliance through ccountability documentation.

Yes.

Under GDPR, you must conclude Data Processing Agreements with service providers that process personal data on behalf of your company, such as cloud hosting providers, SaaS platforms, CRM systems and analytics providers.

Most reputable providers offer standard DPAs, but smaller service providers often don’t.

Possibly.

The EU AI Act applies not only to companies that develop AI systems, but also to those that use or integrate AI into their products or services.

Whether it applies depends on factors such as how the AI system is used and the level of risk involved. We recommend you to assess early whether your activities fall within the scope of the AI Act and what compliance obligations may apply. Happy to help!

The safest way to protect your business name and/or logo is to register it as a trademark. A trademark registration allows you to prevent others from using an identical or similar name for identical or similar products or services.

Before using and/or registering, you should check whether your name is still available (both as a tradename, trademark and domain name). Ideally, you file your trademark before launching publicly or investing heavily in branding — changing your name later can be costly.

In short: check availability, secure your domain name, and register your trademark early to avoid problems down the line.

Watch out for pirates! IP doesn’t automatically belong to your company.

Make sure IP rights are properly assigned – even by the founders. Many startups rely on freelancers, so carefully review their agreements. Also consider IP developed before incorporation.

Make sure you do sign IP assignment agreements, employment agreements contain IP clauses and freelance developers transfer all IP rights to the company. If it wasn’t for you, do it for your investors. They’ll care.

Yes — and this should be assessed as early as possible. If your startup develops a technical innovation, it may qualify for patent protection, which can strengthen your competitive position and increase your company’s value for investors.

Timing is critical: public disclosures (such as product launches, pitch decks, GitHub repositories or presentations) may destroy patentability. Consider a patentability assessment before publicly revealing your technology.

Common instruments include equity investments, convertible loans and subordinated loans:

Equity investments (through a share capital increase) are the most common option to raise funding. Investors will inject capital into the company in exchange for shares, often combined with a shareholders’ agreement setting out governance and investor rights.

Through a convertible loan, an investor provides funding that will convert into equity at a later stage (typically upon the next financing round). In return, the investor might be granted a discount on the future share price and/or a valuation cap. A well-known variant is the SAFE (Simple Agreement for Future Equity), which is not a debt instrument but a contractual right to receive equity in the future, without interest, repayment obligation, or a maturity date. While SAFEs are widely used internationally, they are not a recognized legal concept under Belgian law and therefore require careful structuring.

Subordinated loans are also used, although less “venture-style” than typical convertible instruments. It is subordinated as it ranks behind other creditors and is often used alongside equity or public funding (e.g. PMV).

Especially in the early days of your startup, convertible instruments might be interesting. They allow you to raise funding, while postponing valuation discussions until a later funding round.

Depending on the sector, you may need to consider GDPR, NIS2 (cyber security), AI Act, Digital Services Act, Data Act and sector regulations (fintech, health tech).

Regulatory compliance becomes increasingly important as your startup is growing towards a scale up or beyond.

Key legislation at a glance:

• GDPR (General Data Protection Regulation): applies whenever you process personal data. It sets strict rules on data use, transparency, security, and individuals’ rights. Almost every tech startup will fall within its scope.
• NIS2: imposes cybersecurity risk management and incident reporting obligations on essential and important entities (including many digital service providers and scale-ups). Particularly relevant if you operate critical or digital infrastructure.
• AI Act: introduces a risk-based framework for AI systems. High-risk AI (e.g. in HR, health, or finance) is subject to strict requirements on transparency, documentation, and oversight. Even lower-risk tools may trigger disclosure obligations.
• Digital Services Act (DSA): applies to online platforms and intermediaries. It regulates content moderation, transparency, and responsibilities towards users, especially for marketplaces, social platforms, and hosting services.
• Data Act: focuses on access to and sharing of data generated by connected products and services (IoT). It creates rights and obligations around data use, portability, and contractual fairness.
• Sector-specific regulation: depending on your industry, additional rules may apply (e.g. fintech licensing, medical device regulation, telecom rules). These can significantly impact your go-to-market strategy.