Amendment to the articles of association and the abolition of management committees: the end-of-year deadline approaches

As previously communicated in our newsflash of 21 March 2019, the new Belgian Code on Companies and Associations (BCCA) entered into force on 1 May 2019. By modernising company law, the Belgian legislator aimed to create a more flexible and simplified regulatory framework for companies.

The BCCA ensures that shareholders and founders of companies have significant freedom to determine the arrangements and rules within their companies. Since the change in the law, you have the opportunity to customise your company according to your professional and personal needs.

All companies incorporated before 1 May 2019 must amend their articles of association by 31 December 2023. Time is therefore running out to take action.

Companies that do not take the necessary steps for conversion by 31 December 2023 will be automatically transformed into the legal form most closely resembling their previous structure. This automatic conversion will occur without amending the articles of association. In such case, as a director, you could be held personally and jointly liable for damages resulting from your failure to align the articles of association with the new code.

In addition to the requirement to align the articles of association with the BCCA, there are significant implications for existing management committees in companies in the form of a société anonyme(SA) / naamloze vennootschap (NV). Starting from 1 January 2024, these management committees will be permanently dissolved. These companies will need to choose between a monistic model (with a board of directors) or a dual model (with a supervisory board and a management board), or a sole director.

Considering the approaching implementation, it is advisable to take the necessary steps to promptly align your articles of association with the new code. If you are still operating with a management committee, you should consider the new governance structure that will become mandatory from 1 January 2024.