The new Companies Code seeks to modernize and simplify the corporate governance formalities, in allowing more flexibility with respect to corporate housekeeping and communications between the company and stakeholders. Below are some of the main new rules adopted in this respect by the new Code.
Flexibility of the convening formalities of the general meeting
The general meeting can be convened at the request of shareholders with 10% of the shares of the company (instead of 20% as before). The same threshold now applies to adding new points at the agenda of the general meeting.
The convening notices of the general meeting can be sent by email to the shareholders.
Written resolutions of the directors
The board of directors is now allowed to adopt unanimous written resolutions, without having to demonstrate urgency as was required before.
Consequently, companies may now freely use this type of written procedure, which, by definition, allows directors to forego the physical meeting. This is quite useful for Belgian companies that are part of a larger international group, and where directors are typically not located in Belgium.
The permanent representative of a director (legal entity) and a director (individual) may NOT be the same person
The permanent representative of a legal entity appointed as director of a company must be an individual. That individual may not otherwise be a director of the same company. In other words, the permanent representative of a legal entity appointed as director of a company and an individual appointed as director of such company may not be the same person.
This should end a common practice, which was to have only one person behind two mandates of directors: one being exercised in person and the other via a management company. This practice should however no longer be relevant since both an SRL/BV and an SA/NV may now be managed by a sole director.
Communication via email and website addresses
The bylaws may include an email and a website address of the company, which then become its official email and website. Including an email and website address in the bylaws is in fact compulsory for listed companies.
It means that, for instance, if a shareholder sends an email to the company’s email address, it is presumed to have been effectively received by the company. This should simplify the communication process between the company and its stakeholders.
Translation and filing of corporate housekeeping documents
The corporate documentation (annual accounts, bylaws, minutes, etc.) must still be drafted in French, Dutch or German, depending on the official language of the region where the registered seat of the company is located.
However, those documents may also be translated and filed in English or in any other official language of the European Union. In case of discrepancy between the translation and the official language of the registered seat, the latter will of course still prevail.
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