The new Belgian Companies and Associations Code (CAC)
was approved on 28 February 2019.
The new CAC will affect every Belgian company and any foreign company with business in Belgium in various ways. The new rules are aimed to make rules governing companies simpler, more modern and more flexible. The most important changes of the CAC are listed below:
ü The CAC significantly reduces the number of company formso The BV (private limited company) will be regarded as the company form by
default· The BV will become the most flexible company form· The BV will not require share capital o The NV (public limited company) will be regarded as the company form for very large companies and listed companieso The CV (Cooperative Company) will be reserved for genuine cooperatives
ü Formation of the companyo The BV and the NV may now be incorporated and managed by just one person
ü Management of the Companyo The CAC overhauls some of the rules of management for the BV and the NV:§ The NV may organise its management in the following ways:· a supervisory board
and an executive board with distinct powers and composition;· just a board of
just one director o The liability of directors of companies or associations is capped in case of accidental minor errors. The maximum liability is dependent on the size of the legal entity and varies between EUR 12 million (very large legal entities) and EUR 250,000 (smaller legal entities). This limitation does not apply in case of a regularly occurring minor fault, serious fault, intent to defraud or intent to cause damage, and for some specific fiscal liabilities.
ü Voting Rights of Shareholderso The BV and the NV will have greater freedom to organise the voting
rights of their shareholders§ Shareholders may be granted shares with no or multiple voting rights§ The company may issue shares with different economic rights attached
thereto;§ However, in a listed NV, only a double voting right may be granted to
loyal shareholders who have held their fully paid shares for an uninterrupted
period of two years.
Below we summarise the three most important dates with
regard to the entry into force of the CAC.
1 May 2019
ü Date of entry into force of the CAC
ü New companies which are incorporated as from 1 May 2019 must comply with
the new provisions of the CAC
ü Existing companies have an opt-in option (as from the publication of the
CAC in the Belgian Official Gazette). By amending the articles of association,
each company can opt for the new rules, which will then apply to them in full.
1 January 2020
ü The following new mandatory rules will come into force automatically:o conversion of capital in a BV into an equity account available (a
minimum capital is no longer required for the formation of a BV)o new company forms and abbreviations must be usedo limited profit distribution in BV (subject to balance sheet and
liquidity test)o alarm bell procedure (own funds are in danger of becoming negative
(balance sheet test) and liquidity is in danger (liquidity test)
ü As of the first amendment of the articles of association after 1 January
2020, such company will have to comply with the new rules
1 January 2024
ü Existing companies, associations and foundations have until 1 January
2024 (at the latest) to adapt to the new rules (but are obliged to do so when
they first amend the articles of association after 1 January 2020).o If the articles of association have not been amended prior to 1 January
2024, they will automatically be amended into the most closely aligned formo The members of the board of directors of the legally converted company
must convene a general meeting within 6 months in order to amend the articles
of association. Otherwise, they are personally and severally liable for any
damage that the company or third parties may suffer as a result of failing to
comply with this obligation
This is only a limited overview of some of the most important changes.
The introduction of
the CAC will require most companies and associations to adapt their articles of
association and in certain cases the shareholders' agreements and the
management and directors'
information on this topic, please contact CORBUS ADVOCATEN (firstname.lastname@example.org).
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