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08.06.18 Reform of the Companies Code, a major step has been taken

June 8

The long-awaited reform of the Belgian Companies Code has recently taken a giant step forward: a text is finally available. Indeed, on 4 June 2018, the bill introducing the Companies and Associations Code was submitted to the House of Representatives.

In short, the main guidelines of the bill are:

1.  An important simplification, in particular:

  • deletion of the distinction between civil and commercial companies;
  • from now on, company law and the law of associations and foundations will be combined in a single code;
  • elimination of the notion of publicly traded companies and limitation of the rules applicable to listed companies;
  • limitation of the number of company forms, by the suppression or merger of certain forms; thus will disappear temporary companies, silent companies, one-person private limited liability companies; moreover partnerships limited by shares will be “merged” with the public limited company (the articles of association of partnerships limited by shares will therefore have to be modified);
  • reduction of the number of criminal provisions.

2.  More supplementary law and flexibility to adapt to the business environment:

  • for the public limited company:
    • the revocability ad nutum of the director becomes a supplementary rule;
    • possibility of appointing a single director (who may benefit from protection against dismissal);
    • possibility of choosing between the current monistic management system and a dualist system;
    • possibility of providing, for a listed public limited company, a double voting right for loyal shareholders, and in an unlisted public limited company, a multiple voting right;
  • for the private limited liability company:
    • elimination of the capital requirement;
    • shareholders' rights are no longer defined by the fraction of the capital they represent, but by agreement or in the articles of association;
    • the transferability of the shares can be freely arranged;
  • for the co-operative company: this becomes again a company based on the cooperative model.

3.  Integration of several European evolutions, such as regulating the cross-border transfer of companies' registered offices.

 Virginie Bazelmans • +32 2 787 90 40 •