Articles

New Companies Code in the works

New Companies Code in the works

New Companies Code in the works

26.07.2017 BE law

On 20 July 2017 the Council of Ministers approved a legislative proposal regarding a new Companies Code [1]. The current Companies Code was last reviewed fully in 1999. The proposal seeks to modernize Belgian company law by altering or omitting outdated provisions, settling long-lingering points of contention and introducing some important innovations.

Overview of changes

Some significant changes and innovations in the proposal include:

  • the abolishment of several legal forms (e.g. CommVA/SCA, CVOA/SCRI);
  • the abolishment of the legal distinction between commercial and civil companies;
  • the introduction of multiple voting shares;
  • the introduction of a cap on the damages regarding director’s liability;
  • the transformation of the BVBA/SPRL into a light vehicle company (flexible legal scheme, no capital requirements);
  • the redefinition of the CVBA/SCRL as a legal form for companies with a specific purpose;

These and other significant proposed changes will be discussed in greater detail in upcoming newsletters and on MyStibbe. Register here for our newsletters and here for MyStibbe

Significance and impact

Considering the broad and sweeping nature of the changes, the new Companies Code will affect every company in various ways. Therefore, its looming enactment calls for a thorough reassessment of every company’s corporate organization in light of the challenges created and opportunities offered by some of the changes.

In the run-up to the decision by the Council of Ministers, Stibbe Partners Dries Hommez and Jan Peeters were interviewed by the Belgian newspaper De Tijd regarding the significance of the proposed changes (“BVBA wordt nieuwe norm”, De Tijd, 11 July 2017).  

Road ahead

The legislative proposal will now be forwarded to the Council of State for its advice before being submitted to Parliament (probably in October 2017). The Chamber is expected to approve the (modified) proposal before the end of the year.

The proposal includes a three-tier transitional scheme that should smooth the implementation of the reforms: as from the entry into force, companies will have five years to amend their articles of association and ten years to convert into another legal form if necessary. However, mandatory rules of law (e.g. the rules regarding the interim allocation of profits) will immediately apply as from the new law’s entry into force.

 

Footnotes:

[1] Press release DutchFrench.

Team

Related news

03.04.2020 NL law
COVID-19 and the Financial Markets

Short Reads - As COVID-19 spreads across the globe, companies face various legal issues related to the disease and its spread. These issues result in disruption to business, alongside the related regulatory and contractual implications. The crisis is severely affecting financial institutions and financial markets too. Both the Dutch and European financial regulators are closely monitoring the situation given the continuing impact of the COVID-19 pandemic on the financial markets.

Read more

27.03.2020 NL law
Actuele ontwikkelingen rondom de AVA’s van beursvennootschappen en corona

Short Reads - Op 23 maart 2020 heeft het Nederlandse kabinet aanvullende overheidsmaatregelen genomen in het kader van de bestrijding van het coronavirus. Deze maatregelen zijn onder meer gericht op evenementen en samenkomsten. In een nieuwsbericht van het kabinet van 24 maart 2020 zijn deze maatregelen nader geduid (zie ook de Q&A die eveneens door het kabinet is gepubliceerd).

Read more

03.04.2020 NL law
Volledig virtuele AVA of ledenvergadering wordt mogelijk; instellen van noodwet goedgekeurd door Ministerraad

Short Reads - Vandaag heeft de Ministerraad ingestemd met toezending naar de Raad van State van een noodwet. Deze noodwet zal het voor alle rechtspersonen mogelijk maken om een volledig virtuele algemene vergadering of ledenvergadering te houden. Nederland volgt daarmee andere Europese landen zoals Italië, Frankrijk, Duitsland en Luxemburg.

Read more

25.03.2020 NL law
Key considerations for management and owners of Dutch privately held companies in distress due to COVID-19

Short Reads - The COVID-19 pandemic has a significant and immediate adverse effect on many companies in different industries. Many PE portfolio companies are particularly vulnerable given the typical high leverage finance structure and inherent need to maintain cash flow. To meet these challenges and mitigate liability risks, management and owners may need to take clear and immediate action (and refrain from certain other actions) in the interest of all stakeholders. The following sets out some key legal guidelines for management and owners when dealing with a Dutch subsidiary in distress.

Read more

31.03.2020 NL law
How to meet (Dutch) substance requirements during the COVID-19 pandemic?

Short Reads - Measures taken by multiple jurisdictions in an attempt to stop the spread of the corona virus (COVID-19) affect many people and businesses. Organizing and attending physical board meetings in the Netherlands or elsewhere may be challenging in these times and this may affect a company’s (Dutch) tax position. Below we discuss the potential impact of the measures and provide some preliminary practical guidance.

Read more

23.03.2020 LU law
Luxembourg adopts measures to facilitate holding of meetings in companies and other legal entities during “Covid-19”

Short Reads - Luxembourg adopted a Grand-Ducal Regulation on March 20th, 2020 introducing emergency measures relating to the holding of meetings in companies and other legal entities. The relevant provisions, which are effective immediately, pertain to general meetings of shareholders and to other deliberating bodies of companies.

Read more

This website uses cookies. Some of these cookies are essential for the technical functioning of our website and you cannot disable these cookies if you want to read our website. We also use functional cookies to ensure the website functions properly and analytical cookies to personalise content and to analyse our traffic. You can either accept or refuse these functional and analytical cookies.

Privacy – en cookieverklaring