A strong team of experts
We ensure that all the legal challenges you face as an entrepreneur are covered, and assist you and your enterprise in determining what you need to be even stronger in your market.
Areas of expertise
- Entrepreneurship
- Corporate and M&A
- Estate planning
- Insolvency
- Corporate taxation
Entrepreneurship
Starting a business? Novius is there from the start. After all, legal questions arise in every phase of an enterprise’s life. At the start: which legal form should I choose? While ‘coming of age’: how do I invest in my business’s growth? In the future: how will the next generation take over? Even if things go wrong, we’re at your side, e.g. for a correct settlement in the case of bankruptcy.
Together with you, we set up the legal structure that best suits your enterprise. Are you starting your enterprise on your own or looking for investors? Are you active in an innovative or risky sector? These are all elements that we include when designing your organisation.
We draw up tailor-made commercial contracts with great care and assist you during negotiations:
- Distribution: concession, franchising, agency, commission, licensing, etc.
- Collaboration: service agreements, preferred partner agreements, referral partner agreements, lead generation, etc.
- Real estate: architectural agreements, building agreements, rent, availability, usufruct, right of superficies, long-lease, ... (see also: Real estate investing via a company?)
We do all this under the motto “prevention is better than cure”. The better you think through all the legal aspects in advance, the fewer disputes you will experience later.
Corporate and M&A
- Which company form is best for your enterprise: are you going for a private limited liability company (“besloten vennootschap”, abbreviated to “bv”) or a public limited liability company (“naamloze vennootschap”, abbreviated to “nv”)? Together we examine the advantages and disadvantages of your choice;
- Good agreements make good friends. We translate this into the preparation of clear documents and watertight contracts: articles of association in which the rights and obligations of all parties are clearly written down, what may and may not be included in a management agreement, what we definitely include in investment agreements, what agreements apply between the various shareholders (shareholders’ agreements, etc.);
- Running a business also means complying with a lot of legal and administrative formalities. We’re also happy to support you in this corporate housekeeping: organising the shareholders’ meeting, VAT formalities, …
Acquisitions and restructurings are complex transactions involving a wide range of legal, tax and financial issues. Our M&A team (mergers & acquisitions) assists companies throughout the entire process:
- We are your partner for both share deals (sale of your shares) and asset deals (transfer of assets);
- It starts with mapping out all the risks associated with the planned transaction (whether a merger or an acquisition). We review the financial, legal and operational risks and prepare due diligence reports;
- We provide support in negotiations;
- We prepare all necessary documents and draw up balanced and watertight contracts in order to avoid disputes later.
And if a dispute should nevertheless arise, you can also count on us for conflict management. For Novius, conflict management primarily means avoiding conflicts by making good agreements in advance. Secondly, it means focusing on negotiated solutions and alternative dispute resolution (such as mediation). Only as a last resort do we look at instituting legal proceedings or arbitration.
Novius is a Dealsuite Partner and therefore connected to the largest professional M&A network in Europe. Discover more at www.dealsuite.com
Estate planning
If you have an enterprise, you should already be thinking about the future of your business. Will your children take it over, and if so: subject to which conditions. And what if only one of your children shows an interest in the business? What if you’re not ready to completely hand over the reins? All such questions and concerns are addressed. Well thought-out asset planning allows you to take into account the wishes of all parties. Asset planning is therefore always custom work, because no family is the same and no business is the same.
In Belgium, almost every transaction has tax consequences. By thinking carefully in advance, you can reduce the impact. For example, you can make a tax-free gift of a family business in Flanders. Inheriting is also possible at favourable tax rates.
What is our approach? We start from your specific questions.
- Is it interesting for you to work as a general partnership?
- Do you want to transfer your business in the near future, but keep control for the time being? In that case, a ”Stichting Administratiekantoor” may be appropriate.
- Thinking about who gets what from your estate? With an inheritance agreement you clearly put the rights and obligations of all parties on paper.
- Want to transfer your family business? We’ll show you how! But there are considerable legal and fiscal conditions attached to this, which we identify first.
- How do we ensure the continuity of the business when the next generation takes over?
- What if you can no longer manage your assets yourself? Of course it’s not fun to think about such things. However, we recommend that you do so. We can examine when the best time is to draw up a lasting power of attorney.
Insolvency
We also apply the motto ‘Prevention is better than cure’ when it comes to insolvency. Preventing your enterprise from getting into financial difficulties is therefore our first priority. This starts when your enterprise is established, with a well-founded financial plan.
Storm clouds looming after all? Then all is certainly not lost. We assist you during negotiations with creditors. Or we look at how you can restructure your enterprise. If there really is no other option, we will guide you in a judicial reorganisation:
from A to Z.
If despite all your efforts, you still go bankrupt? Here again you can count on our guidance. This is supported by three pillars:
- We settle the bankruptcy ourselves.
- We look at how you can avoid personal liability.
- We negotiate with the bankruptcy receiver.
Corporate taxation
All such taxes entail questions, disputes, but also opportunities to optimise. With a balanced tax plan, we reduce the tax burden. Always with a critical eye.
It’s essential that you always know what to expect. We try to obtain as much legal certainty as possible through pre-filings and ruling requests. If a restructuring or other transaction with legal and tax consequences is on your agenda, we’ll submit this to the tax authorities in advance (the Office for Advance Tax Rulings, also known as the Ruling Commission). This way you will not be faced with nasty tax surprises afterwards.