Reform of the Companies Code, a major step has been taken
11/06/2018

The long-awaited reform of the Belgian Companies Code has recently taken a giant step forward: a text is finally available. Indeed, on 4 June 2018, the bill introducing the Companies and Associations Code was submitted to the House of Representatives.

In short, the main guidelines of the bill are: 

1.  An important simplification, in particular:

  • deletion of the distinction between civil and commercial companies;
  • from now on, company law and the law of associations and foundations will be combined in a single code;
  • elimination of the notion of publicly traded companies and limitation of the rules applicable to listed companies;
  • limitation of the number of company forms, by the suppression or merger of certain forms; thus will disappear temporary companies, silent companies, one-person private limited liability companies; moreover partnerships limited by shares will be “merged” with the public limited company (the articles of association of partnerships limited by shares will therefore have to be modified);
  • reduction of the number of criminal provisions.

2.  More supplementary law and flexibility to adapt to the business environment:

  • for the public limited company:
  • the revocability ad nutum of the director becomes a supplementary rule;
  • possibility of appointing a single director (who may benefit from protection against dismissal);
  • possibility of choosing between the current monistic management system and a dualist system;
  • possibility of providing, for a listed public limited company, a double voting right for loyal shareholders, and in an unlisted public limited company, a multiple voting right;
  • for the private limited liability company:
  • elimination of the capital requirement;
  • shareholders' rights are no longer defined by the fraction of the capital they represent, but by agreement or in the articles of association;
  • the transferability of the shares can be freely arranged;
  • for the co-operative company: this becomes again a company based on the cooperative model.

3.  Integration of several European evolutions, such as regulating the cross-border transfer of companies' registered offices.

Related : Lydian ( Ms. Virginie Bazelmans )

[+ http://www.lydian.be]

Ms. Virginie Bazelmans Ms. Virginie Bazelmans
Senior Associate
virginie.bazelmans@lydian.be

Click here to see the ad(s)
All articles Corporate law

Lastest articles Corporate law

Acting for and Against a General Partnership Before the Courts
22/06/2020

The Code of Companies and Associations (CCA) abolished the joint venture (société momentanée/tijdelij...

Read more

Royal Decree No 4: Introducing flexibility without losing sight of the rights of shareholders
12/06/2020

Due to the COVID-19 pandemic and the measures taken to prevent the spread of the virus, various questions have been raised...

Read more

Calculation of the Majority at Partner and Shareholder Meetings
02/06/2020

Calculation of the majority at partner and shareholder meetings is not always easy. Fortunately, the Code of Companies and...

Read more

How Silent Is the Silent Partnership
27/05/2020

The silent partnership does not exist as a distinct corporate form in the new Code of Companies and Associations (CCA). Th...

Read more

Lastest articles by Ms. Virginie Bazelmans

Coordination de certaines règles comptables
14/11/2018

Le législateur a réuni dans un seul arrêté royal les règles relatives &ag...

Read more

Criminal liability of legal persons undergoing change
04/09/2018

 law of 11 July 2018 amends Articles 5 and 7bis of the Criminal Code with regard to the criminal liability of legal p...

Read more

La réforme de l’audit pour la Saint Sylvestre
30/12/2016

Le 31 décembre 2016, la réforme de l’audit fera son entrée dans le paysage juridique belge...

Read more

LexGO Network