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.