Business and Commercial

Discover KPMG Law Belgium's latest updates on business and commercial law.

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.

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.

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