Signing a contract on behalf of a company that does not yet exist

In my practice, I have observed that some entrepreneurs sign contracts in their own name before or during the incorporation phase of their operating company, believing that these contracts will automatically be “taken over” by it once the incorporation has become effective.

However, the process is not automatic!

First of all, it is imperative to mention in the contract that the person is acting on behalf of a company in formation.

In addition, the operation requires compliance with two conditions.

According to article 2:2 of the Companies and Associations Code (CSA), the company must in fact:

• be incorporated (in legal jargon, we speak of acquisition of legal personality) within two years of the birth of these commitments,
• resume these commitments within three months of its constitution.

Finally, remember that the company is deemed to exist on the day of filing by the notary or its agent of the extract from the articles of association at the registry of the company court of its corporate seat (art. 2: 6, §1 CSA).

Meet the author

Jonathan TORO

Jonathan Toro, of Franco-Italian nationality, has been a lawyer at the Brussels Bar since 2005. He holds a license in private law and a diploma in specialized studies in international business law from the Université Libre de Bruxelles (ULB). With several years of experience acquired within a large Belgian business firm, Jonathan assists many companies in corporate law, enterprise law, labor law and real estate law.

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