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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.

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.

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.

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.

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