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Mandatory provisions companies and associations code

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(Non-exhaustive) list of subjects henceforth regulated in a mandatory manner

  • Certain previous denominations of companies and associations disappear. No amendment of the articles of association is required for this. For instance, an ordinary limited partnership (Comm. V/SCS) becomes a limited partnership (CommV/SComm); a private limited liability company (BVBA/SPRL) becomes a private company (BV/SRL); a cooperative limited liability company (CVBA/SCRL) becomes a cooperative company (CV/SC).
  • Permanent representation of directors that are legal persons.
  • Director’s liability (maximum liability has been introduced, extension to “factual (de facto) directors”, and a presumption of joint and several liability for decisions and negligence of the board of directors).
  • Directors and members of the management board and the supervisory board can only exercise their mandate on a self-employed basis.
  • A duty to abstain has been introduced for directors of a public limited company (NV/SA), a private company (BV/SRL) or a cooperative company (CV/SC) who have a conflict of interests with the company. The rules on who can take the decisions in the event of a conflict of interests have been uniformized.
  • The notion of “capital” has disappeared for private limited liability companies (BVBA/SPRL) and cooperative limited liability companies (CVBA/SCRL) (which became automatically a BV/SRL or CV/SC without capital). Moreover, the “alarm bell procedure” has been amended.
  • Profit distributions must be preceded by a double test: a “net assets test” and a “liquidity test”.
  • Convening of the general meeting at the request of shareholders representing 10% of the share capital.
  • Neutralisation of blank votes within the general meeting.
  • Dispute resolution (applicable since 1 May 2019), the procedure for the exclusion of a shareholder and the exit of a shareholder.

For more information, see here.

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