The Belgian Code on Companies and Associations (BCCA) is applicable as from tomorrow, 1 January 2020.
On such date, private limited-liability companies (sociétés à responsabilité limitée (SRL)/besloten vennootschappen (BV)) and cooperative companies (sociétés coopératives (SC)/coöperatieve vennootschappen (CV)) will no longer have a capital represented by shares. The shares will represent the assets of the company, and the paid-in contribution will be added to the reserves. These reserves can be made unavailable by a provision to such effect in the articles of association. The unpaid part of the capital is recorded as a claim on the shareholders. The capital of existing private limited-liability companies and cooperatives with limited liability incorporated under the old Companies code will be converted into reserves.
Under the new code, the rights and obligations of the shares are defined in the articles of association. Failing provisions to such effect, each share entitles to the same votes and dividends (Art. 5:41 5:42, and Art. 6:40 and 6:41 BCCA).
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