To make Belgium a more competitive and attractive place to establish business, the Parliament adopted the new Companies Code on 28 February 2019. The new Companies Code impacts both new and existing companies and goes into effect as of 1 May 2019.
1) Structure - Modernised to fit today's business needs
- Reduction of the number of company forms
- Registered office is the only relevant factor in determining applicable companies law
- Cooperative company (CV/SC) reserved solely for cooperative companies
- Simplification of structure of company groups by allowing private and public limited liability companies (NV/SA) to be held and/or incorporated by one shareholder
2) Capital requirements and voting rights
- Private limited liability company (SRL/BV ) introduced as the preferred vehicle without share capital or legal reserve fund requirements, with flexible voting and share transfer rights
- Private limited liability company (BV/SRL) and unlisted public limited liability company (NV/SA) can issue shares with multiple voting rights and non-voting shares
- Double (loyalty) voting rights for listed companies can be opted in
3) Board and daily management
- Cap on directors' liability
- Public limited liability company (NV/SA) can have a single director, who will have the same powers, role and responsibilities as the collegial board of directors
- Larger definition of daily management including that the daily manager will be able to make decisions within the conduct of day-to-day business and will also be able to take decisions and actions part of the conduct of day-to-day business if they are either urgent or have little impact. This should reduce the need of organising burdensome board meetings on operational matters of lesser importance
4) Liquidation process
- Abolishment of barriers to dissolution/liquidation
- More flexible one-day liquidation process
5) Dividend distribution
- Private limited liability companies (BV/SRL): dividend distribution subject to a solvability and liquidity test (double distribution test)
- No limitations for the payment of interim dividends for public (NV/SA) and private limited liability company (BV/SRL)
6) Financial plan
- The obligation to draft a financial plan for the first 2 years after incorporation, obliging founders to consider the future funding of their new business, has been maintained but higher standards of content and information will now be required
- 1 May 2019: The New Belgian Companies Code enters into force. Companies incorporated as of this date must apply the new regulations. This implies that no company can be created in an abolished legal form. Companies incorporated between the Parliamentary adoption and 1 May 2019 will be subject to a transition period of 8 months.
- 1 January 2020: The interim period starts where all mandatory provisions of the new Code will apply to all existing companies. The supplementary provisions of the new Code will apply unless they are contrary to the provisions of existing articles of association. In case of changes to the articles of association during the interim period, the company will be required to use this opportunity to bring the articles in line with the new Code.
- 1 January 2024: The interim period ends. All existing companies will need to have adapted their articles of association.
How can we help?
Setting up a new operation or adapting to the Belgian Companies Code brings complex and time-consuming challenges. Our team at Intertrust, as a certified corporate service provider and accounting firm, is on hand to help ensure compliance with the new legislation, supporting you from set up through to maintaining and managing your companies, offering a full range of corporate and accounting services including assistance in drafting financial plans, legal administration, domiciliation and management services.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.