Belgium introduces new Companies Code

Belgium introduces new Companies Code

The new Belgian Companies and Associations Code (CAC) was approved on 28 February 2019.

The new rules are aimed to make rules governing companies simpler, more modern and more flexible. The most important changes of the CAC are listed below:

• The CAC significantly reduces the number of company forms
  • The BV (private limited company) will be regarded as the company form by default
    • The BV will become the most flexible company form
    • The BV will not require share capital
  • The NV (public limited company) will be regarded as the company form for very large companies and listed companies
  • The CV (Cooperative Company) will be reserved for genuine cooperatives
• Formation of the company
  • The BV and the NV may now be incorporated and managed by just one person
• Management of the Company
  • The CAC overhauls some of the rules of management for the BV and the NV:
    • The NV may organise its management in the following ways:
      • a supervisory board and an executive board with distinct powers and composition;
      • just a board of directors; or
      • just one director
    • The liability of directors of companies or associations is capped in case of accidental minor errors. The maximum liability is dependent on the size of the legal entity and varies between EUR 12 million (very large legal entities) and EUR 250,000 (smaller legal entities). This limitation does not apply in case of a regularly occurring minor fault, serious fault, intent to defraud or intent to cause damage, and for some specific fiscal liabilities.
  • Voting Rights of Shareholders
    • The BV and the NV will have greater freedom to organise the voting rights of their shareholders
      • Shareholders may be granted shares with no or multiple voting rights
      • The company may issue shares with different economic rights attached thereto;
      • However, in a listed NV, only a double voting right may be granted to loyal shareholders who have held their fully paid shares for an uninterrupted period of two years.

Below we summarise the three most important dates with regard to the entry into force of the CAC.

 May 2019

• Date of entry into force of the CAC
• New companies which are incorporated as from 1 May 2019 must comply with the new provisions of the CAC
• Existing companies have an opt-in option (as from the publication of the CAC in the Belgian Official Gazette). By amending the articles of association, each company can opt for the new rules, which will then apply to them in full.

January 2020

• The following new mandatory rules will come into force automatically:
  • conversion of capital in a BV into an equity account available (a minimum capital is no longer required for the formation of a BV)
  • new company forms and abbreviations must be used
  • limited profit distribution in BV (subject to balance sheet and liquidity test)
  • alarm bell procedure (own funds are in danger of becoming negative (balance sheet test) and liquidity is in danger (liquidity test)
• As of the first amendment of the articles of association after 1 January 2020, such company will have to comply with the new rules

January 2024

• Existing companies, associations and foundations have until 1 January 2024 (at the latest) to adapt to the new rules (but are obliged to do so when they first amend the articles of association after 1 January 2020).
  • If the articles of association have not been amended prior to 1 January 2024, they will automatically be amended into the most closely aligned form
  • The members of the board of directors of the legally converted company must convene a general meeting within 6 months in order to amend the articles of association. Otherwise, they are personally and severally liable for any damage that the company or third parties may suffer as a result of failing to comply with this obligation

This is only a limited overview of some of the most important changes.

The introduction of the CAC will require most companies and associations to adapt their articles of association and in certain cases the shareholders’ agreements and the management and directors’ agreements.

For more information on this topic, please contact CORBUS ADVOCATEN (info@corbus.be).

CORBUS ADVOCATEN is a business law firm focused on corporate and commercial Law, IP/ICT, labour law, real estate and mediation. CORBUS ADVOCATEN was founded with a straightforward mission: to build a law firm from the client’s perspective: specialized, personal, fast and practical services, at competitive and transparent rates. CORBUS refers to core business and business law, with a focus on what really matters for its clients.