The new Belgian Code on Companies and Associations has just been approved on 28 February 2019. With it, a modern and flexible company law is coming.
The new Code enters into force on 1 May 2019, and will apply immediately to companies incorporated on or after that date. From 1 January 2020, the Code will apply to all existing companies. Existing companies can “opt in” on the rules of the new Code before 1 January 2020.
Some of the most notable highlights include:
- Several company forms are being abolished, including the partnership limited by shares (Comm.VA /SCA) and the cooperative company with unlimited liability (CVOA/SCRI).
- A striking innovation is the abolition of equity capital for the BV/SRL.
- It is possible to obtain shares of a BV/SRL in return for a contribution of services to the BV/SRL.
- Shares of a BV/SRL can be made freely transferable and can even be admitted to trading on a regulated market.
- A single shareholder is no longer jointly liable for the obligations of the NV/SA(s) or BV/SRL(s) in which it holds 100% of the shares.
- Non-listed BV/SRLs and NV/SAs can issue shares with (virtually unlimited) multiple voting rights, conditional voting rights or shares without voting rights. Listed BV/SRLs and NV/SAs can grant a double voting right to ‘loyal’ shareholders.
- NV/SAs and BV/SRLs can make shareholder distributions at any time but remain subject to the ‘net assets’ test. For the BV/SRL, an additional test is introduced: the ‘liquidity’ test.
- Both the NV/SA and the BV/SRL can be managed by one sole director.
- It will become possible to protect directors of an NV/SA from dismissal by offering notice periods or severance payments.
- A liability cap for directors is being introduced. The limit ranges from EUR 125,000 to EUR 12 million.
Feel free to contact us to find out more about the new Code or to discuss the benefits of being an “early adopter”.