Articles

New Companies Code submitted to Parliament: Eight proposed changes to keep in mind

New Companies Code submitted to Parliament: Eight proposed changes to

New Companies Code submitted to Parliament: Eight proposed changes to keep in mind

06.06.2018 BE law

On Monday 4 June 2018, the draft law for the new Belgian Companies Code was submitted to Parliament. The proposal seeks to fundamentally modernize Belgian company law.

Considering the broad and sweeping nature of the changes, the new code will affect every Belgian company and any foreign company with business in Belgium in various ways.
 

Eight proposed changes to keep in mind 

  1. The transformation of the BVBA/SPRL into a light vehicle company (BV/SRL) with a flexible legislative framework without capital requirements and with enhanced flexibility for share transfers.
  2. The introduction of multiple voting shares through an amendment of the articles of association: in an unlisted company, the freedom to tailor these multiple-voting rights will be quasi-unrestricted, whereas in a listed company, it will only be possible to attach double voting rights to shares subject to them having been held by the same shareholder for two years.
  3. The introduction of a cap on damages regarding director's liability (linked to the size of the company), which will cover most types of liability. 
  4. The abolishment of several company forms (e.g. CommVA/SCA, CVOA/SCRI): existing companies incorporated in a to-be abolished form will have to convert into another corporate form before 2024 or will be converted by law. However, the rules on mandatory law that apply to these entities' most logical new corporate form will already apply as from the first of January 2020.
  5. The redefinition of the CVBA/SCRL as a legal form for companies with a specific cooperative purpose: companies that do not meet the new requirements will have to convert before 2024. 
  6. The abandonment of the real seat theory in favor of the incorporation theory: the new code will apply to companies incorporated in Belgium, regardless of the location of their real seat or their centre of main activities/interests. 
  7. The redefinition of the association: associations will be distinguished from companies based on the distribution of their profits (such is not allowed for associations) instead of being based on the nature or scope of their activities (i.e., associations will be allowed to pursue a profitable activity). 
  8. The abolishment of the legal distinction between commercial and civil companies.

Timing 

The Belgian government hopes Parliament will adopt the proposal by the fall of 2018. The new code, as it stands today, would enter into force on the first of January 2019.

Companies incorporated after the new code's entry into force will immediately be governed by the new code.

Companies incorporated before its entry into force:
will be governed by the new code as from 1 January 2020 (with the possibility of an earlier opt-in);
will have to change their articles of association to comply with the new code in the event of any amendment to their articles association after the new code's entry into force (and this no later than the first of January 2024).

What to expect from Stibbe

Stibbe can assist clients by fully addressing the challenges of this new law and by advising on how to make use of the opportunities it will bring. Especially for groups of companies, the New Companies Code might prove quite challenging.

Want to know more? 

We have set up a dedicated website on MyStibbe that is devoted to the New Belgian Companies Code. MyStibbe is our knowledge platform that provides personalized content based on the preferences of the user. Go to www.mystibbe.com and register now. 

Some interesting features of the new code will continue to be highlighted in an upcoming series of newsletters. 

Interesting links

Draft law for the new Companies Code as submitted to Parliament on 4 June 2018 (Dutch / French) 
 

Team

Related news

17.01.2020 LU law
Stibbe boosts service offering in Luxembourg with new partners and counsel for asset management/funds and corporate & finance

Inside Stibbe - Luxembourg, 17 January 2020 – Stibbe reinforces its corporate & finance and asset management/funds practices in Luxembourg with the hire of Bernard Beerens (corporate partner), Audrey Jarreton (banking and finance counsel), Edouard d’Anterroches (investment funds partner), Victorien Hémery (investment funds partner), and Dayana Bert (investment funds counsel). Their arrival comes after the recent hire of tax partner Johan Léonard. All of these new additions demonstrate the firm’s commitment to expanding Stibbe’s service offering in Luxembourg.

Read more

15.01.2020 NL law
Consultatiereactie 'Wet plan van aanpak witwassen'

Short Reads - Soeradj Ramsanjhal, Karlijn van den Heuvel, Djoe Kuils, Rogier Raas, Judica Krikke en Muriël Rosing hebben een reactie ingediend op het concept wetsvoorstel ‘Wet plan van aanpak witwassen’. Dit wetsvoorstel is 2 december 2019 in consultatie gegaan en bevat verschillende voorgestelde wijzigingen van de Wet ter voorkoming van witwassen en financieren van terrorisme en de Wet op de economische delicten. 

Read more

17.01.2020 LU law
Stibbe Luxembourg étend son offre de services par la venue de nouveaux associés et counsels au sein des pratiques spécialisées en gestion d’actifs/fonds d’investissement, en droit des sociétés ainsi qu’en droit financier

Inside Stibbe - Luxembourg, le 17 janvier 2020 – Stibbe renforce ses pratiques spécialisées en droit des sociétés, en droit financier ainsi qu’en gestion d’actifs/fonds d’investissement par la venue de Bernard Beerens (associé, droit des sociétés), Audrey Jarreton (counsel, droit bancaire et financier), Edouard d’Anterroches (associé, fonds d’investissement), Victorien Hémery (associé, fonds d’investissement) et Dayana Bert (counsel, fonds d’investissement).

Read more

14.01.2020 EU law
Stibbe launches UBO Webtool

Short Reads - "Determine your UBO for the three Benelux countries"  In Luxembourg, companies and other legal entities have been required to register their UBO(s) since 31 August 2019.  In Belgium, the UBO register is also already operational. Although 30 September 2019 was the formal deadline for registration, Belgian authorities announced they would begin policing non-compliance as from 1 January 2020. The Dutch legislator did not meet the implementation deadline. We expect that the law will not enter into force prior to 1 March 2020.

Read more

15.01.2020 NL law
The Dutch scheme - a summary of the upcoming new restructuring tool

Short Reads - As mentioned in our earlier blog, the Dutch legislator has prepared a bill – the Act on confirmation of private restructuring plans (Wet homologatie onderhands akkoord) – introducing a framework that allows debtors to restructure their debts outside formal insolvency proceedings (the “Dutch Scheme“). We expect this highly-anticipated bill to enter into force by this summer. The Dutch Scheme combines features from the UK Scheme of Arrangement and the US Chapter 11 proceedings. Below, we summarize certain key aspects of the Dutch Scheme.

Read more

Our website uses functional cookies for the functioning of the website and analytic cookies that enable us to generate aggregated visitor data. We also use other cookies, such as third party tracking cookies - please indicate whether you agree to the use of these other cookies:

Privacy – en cookieverklaring