Director bans

Director bans are not new. They were introduced in 1934 by Royal Decree No 22. There are two types of director bans: (i) a criminal director ban (imposed by the criminal court as an additional punishment for certain criminal offences such as bribery, bankruptcy crimes, abuse of corporate assets, certain tax crimes, etc.) and (ii) a civil director ban (imposed by the insolvency court in cases where a director has made a serious mistake that contributed to the bankruptcy).

Once convicted, a person can no longer hold a position as a director in a company.

The new central register

The Act of 4 May 2023 concerning the Central Register of Director Bans provides for the creation of a central, publicly accessible, register which comprises both criminal and civil director bans. Civil director bans imposed as of 1 August 2023 will be registered in the database by the clerk’s office of the court, criminal director bans will be registered automatically as the register has been linked to the Central Criminal Records.

This central register went live on 20 October 2023 as part of the newly updated digital environment of the Justice department: https://justban.just.fgov.be/

Initially, the central register will only contain criminal director bans. Civil director bans will be added in a second phase.

Why a central register?

Up until the creation of the new central register, there was no database  that centralised criminal and civil director bans. As a result, in practice, it was possible that a person with a director ban, was still appointed as a director of a company.

To combat economic crime more effectively, and under the impetus of the European legislator (Directive (EU) 2019/1151 on the use of digital tools and processes in company law), the Belgian legislator created the new publicly accessible register to close the net.

What will change for your company?

The filing and publication of the resolutions for the appointment of a director will be refused by the clerk’s office of the court if a director ban has been imposed on the appointed person. To this effect, the clerk’s office will proactively consult the Central Register of Director Bans, prior to accepting the filing.

Furthermore, a signed declaration will need to be added to the set of filed documents, stating that no director ban or measure equivalent to a director ban has been pronounced abroad.

In the event that this declaration is not added, the European system of linked registers for director bans can be consulted, which may lead to delays.

Who can access the central register?

The central register is publicly accessible. To view criminal director bans, you will be required to identify yourself using itsme eID or MyID.be.

Publicly accessible information will include the name of the convicted person and the start and end date of the director ban.

Certain members of the Justice department will have increased access to the central register.