Drafting of a family charter

Deminor helps family businesses to reconcile the different interests and to ensure the continuity of the company by recording the necessary agreements in a family charter.

A family charter is an agreement between the family shareholders of a company in which the rules of the game are defined for the current and future generations. The rules apply both between the family members and with regard to the family
business, in order to avoid conflicts and ambiguities. Just like shareholders agreements, these agreements are fully confidential and tailored to the specific context of the company concerned, unlike the law and the company’s articles of association.

A family charter defines the internal relations and control structures in the family business, increasing the involvement of both active and inactive family shareholders and giving all parties a clear understanding of the rules of the game for the future.

Non-active family shareholders should also have sufficient knowledge to support the family business in the long term. In non-family businesses or in family businesses where non-family shareholders are also involved, the internal relationships can additionally be defined in a shareholder agreement.

A family charter can be concluded on a wide range of subjects. Frequent subjects of family charters are the transfer of shares, the distribution of profits, the organisation of the management and the handling of conflicts. A checklist of frequently asked questions on these topics can serve as a starting point:

1. Transfer of shares

  • What happens if a family shareholder wants to sell his shares? Can he sell to anyone or do the shares have to remain within the family?
  • What happens to the shares of a family shareholder when he or she suffers long-term illness or dies?
  • How are the shares valued? Can this differ depending on the specific situation?

2. Profit distribution

  • What happens to the profits of the family business, are they reinvested or is a certain percentage returned to shareholders?
  • On the basis of which parameters is the dividend policy determined?

3. Organisation of the board

  • Who can become a director? As a family shareholder, do you have the right to appoint a director?
  • Are all decisions taken by simple majority?
  • Do certain decisions have to be submitted to the family shareholders first or do the directors have all the (operational) power?

4. Conflict management

  • What happens in case of a thorough discussion or dispute among the family shareholders?
  • How to respond to a 50/50 shareholding relationship between two family members or family branches?
  • What if there is a tie in the voting within the governing body of the company?

 

Our method for drafting a family charter

Deminor has a team of financial and legal experts with unique expertise and experience in the field of family governance and the drafting of tailor-made family charters.

We guide you from A to Z in establishing the agreements between the family shareholders.

Stap 1 Thorough analysis and overview of the existing structure and organs, the written and oral agreements and the customs within the family business.
Stap 2 Compilation of a questionnaire and topics to be discussed based on a customised checklist.
Stap 3 Individual and/or collective discussions with the family shareholders.
Stap 4 Reaching a consensus on the issues at hand.
Stap 5 Drafting and signing of the family charter.

Our clients

  • Families who wish to have a long-term certainty about the ownership and management of the family business.
  • Family shareholders who are faced with an existing or impending conflict.
  • Lawyers, accountants or consultants looking for an expert in family governance and the drafting of family charters.

Your guarantees

Deminor represents:

  • Total independence and an objective approach.
  • Strict confidentiality.
  • Acknowledged expertise and experience in corporate governance for more than 30 years.
  • Flexibility that allows us to adapt our interventions to any situation.
  • Transparent conditions described in an assignment letter.

Budget

  • A previously agreed hourly rate or a fixed budget for the entire assignment.
  • The possibility to define an indicative budget for every phase of the assignment.
  • A monthly invoice with a detailed overview of the services provided.

Our references

In respect of the confidential nature of our files, references are only available on request.
Click here for an overview of our interventions and testimonials of our clients.

 

Questions about the drafting of a family charter?

Do not hesitate to contact us!

By phone:

Brussels Office: +32 (0)2 674 71 10
Gent Office: +32 (0)9 283 71 10

By e-mail:

info@deminor.com

 

If you want to know more about the value and importance of a family charter and corporate governance in Belgian family businesses, we invite you to consult our following pages and downloads: