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The Belgian Company Code of Companies and Associations (‘BCCA’) made its debut nearly four years ago. Before the end of the year, Belgian companies and associations are required to comply with the provisions of the Belgian Company Code and update their articles of association to be in alignment. Below follows a brief outline of the most important key- and attention points.
Companies, non-profit associations and foundations incorporated prior to 1 May 2019 have until 31 December 2023 to amend their articles of association and align themselves with the new Belgian Company Code. This requirement either arises together with the first upcoming amendment of the company’s bylaws following, amongst others, an envisioned capital increase or decrease, change of the company name, etc.; or solely with the focus to comply with the provisions of the new BCCA.
Companies, non-profit associations and foundations incorporated after the aforementioned date of 1 May 2019, however, have had their articles of incorporation already drawn up in accordance with the BCCA. No further action is required.
Failure or negligence in not timely complying of the articles of association with the new company law translates into the risk for the Directors to be held personally, jointly and severally liable for any damage suffered by the company or by third parties as a result of non-compliance with this obligation.
Limited Liability Companies (NV), Private Limited Liability Companies (BV) and Cooperative Companies (CV) ought to amend their articles of association by authentic deed. An extraordinary general meeting of shareholders before the Notary public is hence mandatory. Non-profit Associations (VZW), General Partnerships (VOF) and Limited Partnerships retaining their legal form under the BCCA (Comm.V) on the other hand can amend their statutes privately under the discretion of the general meeting.
We gladly remain at your disposal to guide you through these latest changes and assist you make a smooth and timely adjustment of your company's bylaws, as well as a possible transformation of your company into a form accepted by the new BCCA.
