The draft law regarding Belgium’s new Companies Code may have hit a new roadblock on its way to parliamentary approval.
At the request of Parliament, the Council of State has taken a second look at the draft law and recently issued, for the second time, a rather bleak opinion about the overall quality of the legislative proposal. In particular, in its opinion of 13 September 2018 (published on 26 September 2018), the Council points to a series of inconsistencies, incoherencies, inaccuracies and oversights, leading it to conclude that the entire draft law should be subject to a thorough reassessment.
However, the parliamentary machine mulls on unabated; the draft law was discussed in Committee on Monday 1 October and seems still to be headed for a vote before the end of the month.
However, moving ahead without taking into consideration the remarks of the Council of State is not without risk, in particular when it comes to its substantive criticism on to some of the more contested parts of the draft law, such as the cap on directors’ liability or the possibility to issue shares with multiple voting rights, both of which could, according to the Council of State, not pass the constitution’s non-discrimination test. To be continued.