Is your organization ready for the new Belgian Company Code?

A compact overview of what has changed.

Latest update

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Visualizing the key changes

A compact overview of what has changed.

Simplicity

  • The private limited liability company (BV/SRL);
  • The public limited liability company (NV/SA);
  • The cooperative company (CV/SC); and
  • The partnership.

* non-profit organizations can carry out unlimited commercial activities in the future, if their articles of association explicitly allow this.

Flexibility

  • Private limited liability company (BV / SRL) = the new 'by-default' form
  • NV / SA = more flexibility with respect to governance
  • Introduction of a cap on directors’ liability, based on company size

Harmonized EU approach

  • Foreign law can apply to foreign entity in Belgium
  • Free movement of companies in the EU
  • Aligning with changing legal environment in Belgium and the EU

Key dates

  • 1 May 2019 = Law applies to new entities
  • 1 Jan 2020 = Mandatory provisions apply to existing entities
  • 1 Jan 2024 = All provisions apply to existing entities

Be prepared to adapt your articles of association!

Latest update

Are you prepared for the new Company Code?

The long-awaited new Code of Companies and Associations will become a reality in the course of 2019.

Both existing and newly-established companies should begin preparing themselves.

The new Belgian Company Code

1 May 2019.

The new Belgian Company Code (BCC) is here - but how did this reform come about? The objective was clear: to modernize Belgian company and association law by simplifying it, making it more flexible and adjusting it to the progress of European law.

What has changed and who is impacted?

Below we’ve prepared an overview of the key modifications.

The Belgian corporate landscape is about to get revamped with changes set to impact the legal, tax and accounting aspects of all Belgian legal entities.

Reduction in the number of company forms

The BCC introduces a drastic reduction in the number of different company forms.

In light of the simplification of the corporate landscape, the Belgian Company Code (BCC) introduces a drastic reduction in the number of different company forms.

Daily management: extended powers and applicability to the BV/SRL and CV/SC

The BCC defines daily management based on the definition of the Supreme Court and uses this opportunity to broaden the content.

The board of directors of a public limited liability company (NV/SA) has the possibility to delegate the daily management to one or more directors or to other persons.

Directors’ liability: The new Belgian Company Code will lead to more flexibility

The new Belgian Company Code (BCC) contains a number of corrections to the general principle of directors’ liability.

The new Belgian Company Code now explicitly states that directors must exercise their general duties with reasonable care, skill and diligence.

Dissolution and liquidation in one notary deed

Below we highlight some important changes.

The new BCC allows for the dissolution and liquidation of a company in one notary deed.

Governance structure of a public limited liability company (NV/SA)

The introduction of the BCC will impact the composition of the board of the NV.

With the new Belgian Company Code the composition of the NV board is more flexible with the creation of 3 governance regimes: monistic governance, sole director and dual governance.

The cooperative company

The main innovation of the new BCC relates to the definition of the CC itself.

The cooperative company (CC) is currently defined as the company, “which has shareholders who vary in number and whose contributions are variable.” It is characterized by its very flexible format.

The (I)NPO and foundation: incorporation and publication

The BCC has aligned the rules applicable to a non-profit organization and foundation to those applicable to companies.

This is in line with the general trend whereby non-profit organizations and foundations are considered to be “undertakings” so that the insolvency legislation is applicable to them.

The limited liability company without capital

The complete redrawing of the limited liability company rules make the limited liability company the company form par excellence.

The key feature of the Belgian Company Code is undoubtedly the simplification and flexibilization of the private limited liability company.

The permanent representative of a director - legal entity

The BCC foresees different amendments and clarifications concerning the permanent representation.

When a legal entity has been appointed as a member of a governing body of a company with legal personality, it should appoint a permanent representative to carry out the mandate.

Company Code Update

Appeal submitted to the Constitutional Court

Appeal for partial annulment of the law of 23 March 2019 introducing the Companies and Associations Code and containing various provisions.

KPMG Law’s new manual on the Belgian Company Code

On 1 January 2020, the new Belgian Company Code entered into force.

The corporate team of K law has used this occasion to write one of the very first manuals on this new piece of legislation, which touches its core business.

How can we help you?

The new Company Code will have a significant impact on the Belgian corporate landscape. With a date of application as from 1 May 2019, we advise you to explore the various options available to you as soon as possible with a view to making the most of the upcoming changes. From that date, existing companies and associations will have the possibility to voluntarily opt-in to the new requirements.

At KPMG and KPMG Law, our experts are here to guide you along the road to compliance by providing you with the below services.

  • An analysis of your Articles of Association and Bylaws with suggestions on what needs to be revised to ensure compliance with the Code;
  • An analysis of your current company form with a recommendation on whether the status quo can be maintained (e.g. the cooperative company will only be available for truly cooperative companies), or if necessary, what the most suitable form for your activities is;
  • Should your company form be abolished (e.g. Comm.VA/SCA) assist you in identifying the most suitable available company form for your operations and guide you through the transformation process;
  • Assist you with the updating of your corporate and compliance policies to ensure compliance with the new Company Code (e.g. in the event that dividends should be distributed or in the limitation of liability for directors);
  • Assess whether your current management structure and composition conforms to the new Code and is best suited for your organization (e.g. you will be able to appoint a managing director in a limited company (BV/SRL));
  • Should you be involved with a non-for-profit legal entity, assist you in updating your Articles of Association to ensure this entity may continue to conduct commercial activities;
  • Assist with implementing new procedures arising from new tasks that are assigned to your statutory auditor;
  • Prepare and, if needed, implement a rollout plan for the reorganization of your group entities in Belgium in conformity with the new Code;
  • Assist you with the different registrations (e.g. with the Crossroads Bank for Enterprises) and official requests (e.g. to become a certified cooperative) with the Authorities
  • Assess the tax and accounting impact of the new Code on your Belgian entities, especially when making changes to the entities’ funding (e.g. contribution of labor, different classes of shares not representing share capital for a limited company (BV/SRL), distributions of equity etc.);
  • Assist you with updating your accounting policy and advising on changes for your accounting system/platform (e.g. new accounting entries)

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