On 28 February 2019, the Belgian parliament approved the new Code of Companies and Associations (in dutch: Wet tot invoering van het Wetboek Vennootschappen en verenigingen, abbreviated: WVV)
The new Code is a real ‘game changer’, focussing on modernisation and increasing flexibility of the Belgian organizational rules governing both companies and associations.
Are you an entrepreneur, planning on incorporating a new Belgian company or association? Are you a multinational company with activities in Belgium? Do you wish to do a merger, split or restructuring? Are you intending an acquisition of a Belgian company or set-up a joint-venture with a Belgian company? Or are you involved in a shareholders dispute or concerned about your director’s liability ?
As of 1 May 2019, a complete set of new rules shall apply to – inter alia – all the above issues. These rules will gradually enter into force and will thus have to be implemented in the coming months/years.
The Astrea Corporate Team has followed closely the creation of the new Code and would be happy to advise you on how the new Code may impact your activities, plans or organisations and how to cope with issues and seize opportunities which the new Code offers.
Did you know for instance that:
… only a handful of company forms will survive after the modernisation (i.e. public limited liability company, private limited liability company, cooperative limited liability company and the civil partnership) and that all other company forms will be abolished?
… most modifications are made to the private limited liability company (BVBA/SPRL), which will be remodelled and renamed (in Dutch: besloten vennootschap/ in French: société à responsabilité limitée) which should become the most common Belgian company form providing far reaching flexibility both with respect to directorship and shareholdership?
… the incorporation of such a private limited liability company no longer requires a minimum amount of capital contribution, but the founders will need to provide for sufficient equity in view of the contemplated activities?
… multiple voting rights are made possible in the public limited liability company (NV/SA) and in the private limited liability company (BV/SRL), without any restrictions on the number of voting rights you can give to one share and that is also possible to have shares with voting rights only for specific issues?
… the governance rules for companies were thoroughly remodelled, whereby: a public limited liability can now opt for only one director, the rules for written resolutions were simplified, the “ad nutum” (‘at any time’) termination principle for directors in a public limited liability company is no longer an absolute must, the conflict of interest rules have been modified and also that the maximal exposure for directors (director’s liability) is being limited?
… the rules with respect to share capital for companies having legal personality (minimum share capital, distribution of dividends, capital increase and decrease, acquisition of own shares (buy-back), financial assistance) were thoroughly simplified;
… Belgium will switch to the statutory seat regime, as a result of which it will no longer be necessary to conduct activities in Belgium in order for Belgian law to be applicable;
… the new Code will provide for a more efficient mechanism to resolve shareholders disputes?
... company law and the law of associations will be implemented in one single code, making it possible to adequately align the governing rules without impacting the unique character of the non-profit sector?
Should you have any questions with respect to the new Code of Companies and Associations, please do not hesitate to contact us for more information!