A fair share (but not most) of these territories were inherited by the Burgundian dukes, a younger branch of the French royal House of Valois in 1384, upon the death of Count Louis II of Flanders. His heiress, Margaret III of Flanders in 1369 had married Philip the Bold, youngest son of King John II of France and the first of the Valois dukes of Burgundy at Dijon, who thus inherited the County of Flanders. The Flemish comital House of Dampierre had been French vassals, who held territory around the affluent cities of Bruges and Ghent, but also adjacent lands in former Lower Lorraine east of the Scheldt river ("Imperial Flanders") including the exclave of Mechelen, which were a fief of the Holy Roman Empire, and furthermore the neighbouring French County of Artois. Together they initiated an era of Burgundian governance in the Low Countries.
The Dampierre legacy further comprised the French counties of Rethel in northern Champagne and Nevers west of Burgundy proper, both held by Philip's younger son Philip II from 1407, as well as the County of Burgundy (Franche-Comté) east of it, an Imperial fief which had been part of the former Kingdom of Arles.
In the following decades, the Burgundian dukes expanded their territories in the Low Countries by the acquisition of several Imperial States: Duke Philip the Good purchased the County of Namur in 1421, inherited the Duchies of Brabant and Limburg in 1430, and seized the Counties of Hainaut, Holland and Zeeland in 1432, and the Duchy of Luxembourg in 1441. His son, the last Burgundian duke Charles the Bold, in 1473 annexed the Duchy of Guelders, which had been pawned by late Arnold of Egmond.
The Valois era would last until 1477, when Duke Charles the Bold died at the Battle of Nancy leaving no male heir. The territorial Duchy of Burgundy reverted to the French crown according to Salic law, and King Louis XI of France also seized the French portion of the Burgundian possessions in the Low Countries. The Imperial fiefs passed to the Austrian House of Habsburg through Charles' daughter Mary of Burgundy and her husband Archduke Maximilian of Habsburg, son of Emperor Frederick III. Maximilian however regarded the Burgundian Netherlands including Flanders and Artois as the undivided domains of his wife and himself and marched against the French. The conflict culminated at the Battle of Guinegate in 1479. Though Maximilian was victorious, he was only able to gain the County of Flanders according to the 1482 Treaty of Arras after his wife Mary had suddenly died, while France retained Artois.
In her testament, Mary of Burgundy had bequested the Burgundian heritage to her and Maximilian's son, Philip the Handsome. His father, dissatisfied with the terms of the Arras agreement, continued to campaign the seized French territories. In 1493, King Charles VIII of France according to the Treaty of Senlis finally renounced Artois, which together with Flanders was incorporated into the Imperial Seventeen Provinces under the rule of Philip.