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Companies and Associations: New Code

On 28 February 2019, the new Belgian Companies Code was adopted by the Belgian Chamber of Representatives. The reform was initially launched by the Belgian Minister of Justice in order to serve three main objectives: simplifying the corporate regime, more flexibility and implementing various corporate reforms adopted at EU level.

To achieve these objectives, the lawmaker adopted several flagship modifications, such as abolishing various forms of existing companies, abolishing the concept of “share capital” in a private limited liability company (previously known as SPRL or BVBA) and converting mandatory rules into supplementary rules.

Before we explore the new regime in more detail, it is worth noting the deadlines set by the lawmaker by which Belgian businesses must comply with the regime.

The new Companies Code enters into force on 1 May 2019 for any entity newly incorporated after that date. For existing entities (i.e. companies incorporated before 1 May 2019), the effective date is 1 January 2020 for both mandatory and supplementary provisions, if, with respect to the latter, the bylaws do not provide otherwise.

It is however possible for a company incorporated before 1 May 2019 to proactively decide to opt to apply the new Companies Code before 1 January 2020, by amending its bylaws.

Since there is no comprehensive list of the mandatory provisions (applicable from 1 January 2020), it is advisable to opt in early to avoid any confusion regarding which provision must or may apply from 1 January 2020.

An extra transitional period until 1 January 2024 is provided for companies incorporated before 1 May 2019, in order to bring their bylaws into line with the new Companies Code.

However, from 1 January 2020, if a company incorporated before 1 May 2019 takes whatever corporate decision before a notary (for instance, an increase in capital or other amendments to its bylaws), such company will have at the same time to amend its bylaws and align them with the new Companies Code.

As the new Companies Code is now effective, you can explore further the key amendments and their practical consequences via our reform checklists under the section “explore more” below.

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