New Code of Companies and Associations
15 Oct 2019
On 1 May 2019, a completely new Belgian Code of Companies and Associations (“CCA”) was launched.
The purpose of the new code is to make Belgian company law simpler, more flexible and more attractive to foreign investors.
Entry into force
For newly incorporated companies, the CCA is applicable since 1 May 2019. For existing companies, the new code will apply as from 1 January 2020, with the possibility to opt in earlier. At the time when the articles of association (“AoA”) are changed for the first time after the date of 1 January 2020 (and at the very latest by 1 January 2024), companies need to align their articles of association with the CCA.
However, if you want to benefit from the opportunities offered by the new code, you should not wait any longer!
New BV/SRL without share capital
One of the most remarkable innovations of the new code is the introduction of a flexible private limited liability company (“BV/SRL”), which will replace the existing BVBA/SPRL company form. The BV/SRL is a company without share capital requirements and with various possibilities to create different categories of shares, with different voting rights and different dividend rights. However, all distributions to the shareholders will be subject to a double test:
- net assets test: no distribution can take place if, as a result of the distribution, the company’s net equity would become negative or would drop below the amount of any unavailable net equity according to the last approved annual accounts or a more recent statement of assets and liabilities of the company;
- liquidity test: no distribution can take place if, as a result of the distribution, the company would no longer be in a position to pay its debts for a period of at least 12 months. This has to be evidenced in a report of the board of directors, which has to be reviewed by the statutory auditor.
New governance models in NV/SA
Another important change concerns the governance of the public limited liability company, where each company will have the choice between a classic board of directors, a fully-fledged two-tier governance system, or a solo director.
The current system of executive committee is abolished. This means that all companies with an executive committee will need to rethink their governance model.
Company forms that will disappear
Under the CCA, various legal entity types are abolished and replaced as follows.
What to do with your existing company?
At PwC Legal, we have developed a simple 4-step approach to tackle this question:
Understand the driver(s) for your current legal structure.
Assess the opportunities under the CCA and choose the most appropriate form.
You can have a look at our comparative table by filling in the form.Decide on a timeline for implementation.
Proceed to the actual implementation before a notary.
Get instant access to our comparative table BV/SRL vs. NV/SA by filling in your e-mail address below
Conclusion
The new code will impact all Belgian companies. To allow organisations to seize the full potential of the new code, we recommend companies to change their articles of association still this year, for a go-live under the new code as of 1 January 2020 (or earlier). We are of course ready to help.
In case of any questions, feel free to reach out to us.
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