Although many rules will remain unchanged, the new code will introduce major changes intended to make Belgian corporate law more flexible and inviting to foreign investors and align it to today's digitalised world.
The new Code of Companies and Associations (CCA) will enter into force on 1 May 2019. A transition period applies to all companies that acquired legal personality prior to that date, which will only be subject to the CCA as from 1 January 2020. Legal personality is acquired by filing an instrument of incorporation with the clerk's office of the business court (tribunal d'entreprise/ondernemingsrechtbank).
As from 1 May 2019, it will only be possible to incorporate companies with a corporate form recognised by the CCA. Only the following corporate forms will be recognised:
• the general partnership (société en nom collectif/vennootschap onder firma or SNC/VOF)
• the limited partnership (société en commandite/commanditaire vennootschap or SComm/CommV)
• the private limited-liability company (société à responsabilité limitée/besloten vennootschap or SRL/BV)
• the cooperative company (société coopérative/coöperatieve vennootschap or SC/CV)
• the public limited company (société anonyme/naamloze vennootschap or SA/NV) and European legal entities governed by EU regulations, namely the European Company (SE), the European Cooperative Company (SCE) and the European Economic Interest Grouping (EEIG).
• The only corporate form without legal personality that will be recognised is the société simple or maatschap, which can have silent partners (société simple interne/stille maatschap). It will no longer be possible to establish and register other corporate forms.
A number of NautaDutilh lawyers have been involved in preparing the new Company Code. In the coming months we will closely follow the legislative process and keep you informed of important developments so that you will be fully knowledgeable of the new Company Code when it enters into effect. NautaDutilh Brussels has set up a dedicated team to ensure that any questions you might have about the new code are answered as soon as possible.