A dedicated portal to guide you through the labyrinth of changes. Given the vast number of changes the reform entails, we've created a secure online portal with all relevant information about the new code in a central place.
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Our team of specialised lawyers, some of whom were closely involved in preparing the new code, will keep you informed of everything you need to know about the upcoming reform through presentations, articles and biweekly newsletters. As the idea is to create an interactive community, the portal is also a place where users can share their comments and ask questions.
A draft bill for a new Company Code was approved by the Belgian government on 20 July 2017. The draft bill is currently being examined by the Council of State. 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 reform is expected to be voted into law by the end of this year. It is expected to be applicable as from 1 January 2019.
The new Company Code will apply not only to Belgian companies but also to non-profit associations and foundations. The Act of 27 June 1921 on associations and foundations will be repealed.
The new Company Code will apply to the following types of companies with legal personality: the NV/SA, the BV/SRL (previously the BVBA/SPRL), the cooperative company (CV/SC), the partnership (VOF/SNC), the silent partnership (CommV/SComm), the European Company (SE) and the European Cooperative Company (SCE) (although the latter two are mainly governed by European law).
The most important changes of the proposed new Company Code include:
- It will no longer be required for a BV/SRL to have capital, meaning there will be changes as regards dividend distribution and limited asset protection. Furthermore, it will be possible to list the shares of a BV/SRL as is already the case for the NV/SA.
- An NV/SA can have either a one-tier management structure or a two-tier system with a supervisory board. It will be possible to remove directors at will and even appoint them in the articles of association.
- Only entities with a cooperative purpose will be able to take the form of a cooperative company. Joint ventures must take the form of a BV/SRL, which will be rendered much more flexible and particularly suited for companies with few shareholders.
- In addition, it will be possible to issue shares that carry multiple votes.
- The distinction between civil and commercial companies will be abolished and replaced with a general category of enterprises that includes larger associations and foundations, all of which will be subject to the insolvency legislation and rules on director's liability for negligent bankruptcy.
- Finally, the nationality of legal entities will no longer be determined by the location of their head office or effective place of management, but rather by the corporate seat, regardless of where the company conducts business.
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.