COMPANY STRUCTURE AND GOVERNANCE
Make ownership, authority and company decisions clear.
A company structure determines more than its name in the Business Register. It affects who owns or participates in the organisation, who manages it, who may represent it, how decisions are made and which fiscal and juridical consequences follow.
Pavan Geraedts advises companies, entrepreneurs, directors and shareholders on legal form, ownership arrangements, decision-making authority and the documents through which a company acts. The work brings fiscal and juridical advice together where the structure or decision requires both perspectives.
We support the company from formation and ordinary operation through investment, growth, reorganisation, succession, transfer and conclusion. Where implementation requires a civil-law notary, accountant, advocate or another professional, Pavan Geraedts prepares the intended position and coordinates the connected work.
Contact us when:
- you are choosing or reviewing the legal form through which the business operates;
- ownership, participation or the relationship between a holding and operating company must be arranged;
- shareholder, board or management decisions require suitable documentation;
- signing authority, delegated powers or approval limits need to be defined;
- a new investor, director, partner or successor is joining the organisation;
- a transaction or company change requires fiscal, juridical and notarial steps to be coordinated.
WHY COMPANY STRUCTURE MATTERS
The legal form should support the way the business is owned and directed.
Different legal forms distribute ownership, authority, responsibility and taxation differently. A sole trader acts personally. A partnership is organised through its partners and their agreement. A BV is a separate legal entity with shares, directors, articles of association and decisions allocated between corporate bodies. Foundations and associations have their own purpose and governance arrangements.
The appropriate structure therefore depends on the activities, participants, investment, responsibility, intended development and fiscal position of the business.
Governance gives that structure daily meaning. It establishes how the organisation moves from information to an authorised decision and from the decision to implementation and a reliable record.
Legal Form
Creates Consequences
The chosen form affects ownership, personal and company responsibility, taxation, registration, administration, financing, transfer and the formal acts required to establish or change the organisation.
Ownership and Management
Are Different Roles
In an owner-managed company, the same person may be shareholder, director and employee. Each role still carries a different source of authority, responsibility and form of decision.
Decisions
Need an Appropriate Record
A company should be able to show who considered the matter, which authority applied, what was decided and which action followed. The record supports implementation, continuity and later professional review.
WHAT WE HELP WITH
From the legal form to the decisions through which the company operates.
Company structure and governance draw on both Pavan Geraedts professional disciplines. Juridical advice determines rights, authority and documentation. Fiscal advice considers how the chosen structure and decisions affect the company, entrepreneur, director or shareholder.
The engagement may concern a new structure, one defined corporate decision or a wider review of ownership, authority and records.
01
Legal Form
and Company Structure
We advise on the structure through which the business should be established, operated or changed.
The work may compare a sole proprietorship, partnership, maatschap, BV, foundation, association or group structure according to the activities, participants, responsibility, taxation, investment, continuity and intended transfer of the business.
For companies using more than one entity, we examine the purpose and relationship of holding, operating, property or other companies. The advice identifies the contracts, fiscal steps, registrations, approvals and notarial acts required for implementation.
02
Ownership and Shareholder Arrangements
We advise on ownership interests, participation, economic and voting rights, shareholder relationships and the arrangements that support cooperation between owners.
The work may include shareholder agreements, classes or allocation of interests, information rights, reserved matters, voting arrangements, contributions, financing, distributions, transfers, succession, accession of new shareholders and agreed routes for future ownership change.
Where shares must be issued or transferred, articles amended or another notarial act completed, Pavan Geraedts prepares and reviews the intended position and coordinates with the appointed civil-law notary.
03
Board, Director and Corporate Documentation
We prepare and review the documents through which directors, shareholders, partners and other competent bodies make and record company decisions.
This may include meeting agendas, information packs, written resolutions, minutes, appointment and resignation documentation, approvals, annual decisions, transaction decisions, dividend documentation and action records.
The document is matched to the applicable legal form, articles, agreements and authority. A template is not treated as a substitute for determining who may make the decision and what information that person or body requires.
04
Decision Rights, Delegated Authority and Signing
We define which matters belong to shareholders, directors, management or authorised representatives and how authority may be exercised in practice.
The work may include reserved matters, approval thresholds, powers of attorney, delegated mandates, signing arrangements, substitute authority, banking and system permissions, dual approvals and internal decision matrices.
A delegation should state its scope, limits, conditions, duration, reporting and revocation. Internal delegation cannot create authority that conflicts with the law, articles or other governing documents, and it does not remove responsibilities that remain with the competent corporate body.
05
Conflicts
and Related-Party Decisions
Business owners and directors may hold several interests or act in several connected organisations. A workable process should identify when those interests require disclosure, another decision-maker, independent information or a carefully recorded decision.
We advise on conflict procedures, related-party arrangements, recusal, alternative authority, information access, approval routes and documentation of the final decision.
Where a disagreement between shareholders, directors or partners may benefit from an impartial process, Business Mediation is considered separately from party-specific advice.
06
Governance Routines
and Corporate Records
We help companies establish proportionate routines for recurring decisions, meetings, reporting, approval, review and maintenance of corporate records.
The work may include board and shareholder calendars, annual decision cycles, action tracking, mandate registers, policy approval, corporate-document inventories and responsibility for Business Register or other required updates.
The objective is not to create unnecessary administration. It is to ensure that significant decisions and changes are prepared, made, communicated and recorded in a form suited to the company.
ROLES, RIGHTS AND RESPONSIBILITIES
People may hold several roles, but each role should remain understandable.
The exact rights and responsibilities depend on the legal form, governing documents and appointment. The following distinctions are particularly important in owner-managed companies, where formal roles often sit with the same small group of people.
Shareholders
and Owners
Shareholders exercise the rights allocated to them by law, the articles, the rights attached to their shares and any applicable agreements. They decide matters reserved to the general meeting but do not automatically perform the board’s daily management role.
Partnerships and other forms allocate participation and decision-making through different legal and contractual arrangements. The documentation should match the form actually used.
Directors
and the Board
Directors are responsible for managing and representing the company according to the applicable law, articles and registration. They should know which decisions belong to the board, whether representation is individual or joint and which matters require shareholder, supervisory or other approval.
Executives
and Management
Managers and executives require sufficient operational authority to perform their responsibilities. Their mandate should correspond with employment or management arrangements, approval limits, reporting duties and the company decisions through which authority has been granted.
Delegates and Authorised Representatives
Employees, advisers and other representatives may receive authority for defined matters. A power of attorney or mandate should identify what may be done, within which limits and for how long, and whether the authority should be registered or communicated to third parties.
WHAT MUST BE CLEAR
The company should be able to explain how ownership becomes authority and authority becomes action.
The answers do not need to be complex. They do need to correspond with the legal form, governing documents and way the company actually operates.
Entity
and Legal Form
Which entity conducts each activity, holds each asset, employs people, enters contracts, receives income and carries the relevant rights and obligations.
Ownership
and Participation
Who owns, participates in or controls the organisation, which rights attach to that position and how changes in ownership or participation may occur.
Corporate
Authority
Which matters belong to shareholders, directors, partners, supervisory bodies or other competent persons and which information or approvals are required before a decision.
Delegation
and Representation
Who may sign, approve, instruct, access systems, operate bank accounts or represent the organisation, together with the scope and limits of that authority.
Conflicts
and Related Interests
How competing interests are disclosed, considered and documented and who may decide where the usual decision-maker cannot act impartially.
Records
and Follow-Through
How decisions, appointments, mandates, approvals and actions are recorded, communicated, implemented and reviewed, including changes that must be reported to the Business Register or another authority.
HOW THE WORK STARTS
We begin with the business, the participants and the decision ahead.
The first review establishes the current legal form, entities, owners or participants, directors, relevant agreements and the reason the structure or governance is being considered.
We then identify the existing articles, partnership or shareholder agreements, Business Register information, resolutions, mandates, fiscal position and other documents relevant to the question.
The engagement defines whether Pavan Geraedts will advise, compare alternatives, prepare documentation, coordinate implementation or provide continuing support. It also identifies the role of the civil-law notary, accountant, advocate or other professional where required.
THE BASIC PROCESS
A clear mandate, handled in a clear sequence.
1
Structure and Governance Enquiry
You explain the business, current structure, people involved, intended decision or change and what you need Pavan Geraedts to understand or prepare.
2
Current Position and Source Review
We review the legal form, ownership, articles, agreements, registrations, appointments, authority, decision records and fiscal information required to understand the current position.
3
Advice and Proposed Structure
We explain the available route, fiscal and juridical consequences, required decisions, responsibilities, documentation and professional dependencies. Where alternatives exist, the client can compare them before choosing.
4
Documentation and Implementation
According to the mandate, we prepare contracts, resolutions, meeting documents, mandates, instructions or implementation steps and coordinate filings, fiscal actions and notarial work. The client and competent corporate bodies retain authority for the final decisions.
COMMON COMPANY SITUATIONS
Structure and governance should develop with the business.
The appropriate arrangement may change as the activities, participants, ownership and ambitions of the company change. Three situations frequently lead to a new professional review.
Establishing or Reorganising the Business
Choose or reconsider the legal form, entity structure, ownership, registrations, contracts, fiscal position and authority required for the intended activity.
Welcoming a New Owner, Director or Partner
Define participation, rights, responsibilities, information, decision-making, remuneration, contribution and the documents required for the new relationship.
Preparing Investment, Succession or Transfer
Align ownership, governance, fiscal consequences, due diligence, approvals, agreements and notarial steps so the proposed change can be understood and implemented.
CONNECTED PROFESSIONAL DISCIPLINES
Company structure is where fiscal and juridical decisions meet.
The chosen legal form and governance affect taxation, contracts, authority, digital access, transactions and business relationships. Pavan Geraedts can connect those questions within the practice and coordinate with external professionals where their role is required.
SCOPE AND PROFESSIONAL RESPONSIBILITY
Advice supports the company’s decision-makers but does not replace them.
Pavan Geraedts advises on company structures, fiscal and juridical consequences, governance arrangements and corporate documentation within the written mandate.
The shareholders, directors, partners, members, trustees or other competent persons remain responsible for making the decisions assigned to them and for providing complete and accurate information.
Pavan Geraedts does not act as a director, shareholder, partner, supervisory body or company secretary unless a separate role is lawfully and expressly accepted.
Advice is based on the legal form, governing documents, registrations, facts and assumptions identified within the engagement.
Internal decision matrices, mandates and policies support the formal structure but cannot override the law, articles, partnership agreement or other binding document.
A company decision remains subject to the authority, approvals, conflicts procedure and records required for that specific entity and matter.
Incorporation of a BV, amendment of articles, transfer of BV shares and other notarial acts remain the responsibility of the appointed civil-law notary.
Statutory audit, assurance and reserved accountancy work remain with an appropriately qualified independent professional.
Proceedings requiring an advocate, foreign-law advice and specialist regulated work are referred to or coordinated with the appropriate professional.
Pavan Geraedts does not guarantee acceptance by a notary, authority, bank, investor or counterparty. We prepare and support the position within the agreed scope.
Where Pavan Geraedts also provides fiscal advice, juridical advice or business mediation, the role and responsibility attached to each discipline are identified separately. In particular, impartial mediation is not combined with party-specific advice without a prior role and independence assessment.
