On 28 February 2019, the Belgian Parliament approved the draft law introducing the new Code of Companies and Associations. The Law of 23 March 2019, introducing this substantial reform of Belgian company and association law, has been published in the Belgian Official Gazette on 4 April 2019.
The new Code of Companies and Associations ( “CCA” ) entered into force since 1 May 2019. For companies, associations and foundations incorporated as from that date, all the new rules of the CCA are already applicable. Companies, associations and foundations already existing on 1 May 2019 have the possibility to amend their articles of association before 31 December 2019 to the new CCA (so-called opt in mecanism).
As from 1 January 2020:
- Companies, associations and foundations already incorporated before 1 May 2019 have to amend their articles of association to comply with the new Code at the occasion of the first modification of their articles of association.
- Even before the first modification of the articles of association, all the mandatory dispositions of the new CCA will apply.
Companies, associations or foundations existing before 1 may 2019 will need to harmonize their Articles of Association with the new Code by January 1, 2024 at the latest.
Based on the above we recommend to review the bylaws of your company, association or foundation and take action, if and where necessary, in order to adapt them with the new provisions of the CCA.
If you would like to receive additional information or assistance on this matter, the tax team of RSM Belgium is at your disposal ([email protected]).
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