For ASBL:
The provisions of the SHA apply in full to ASBLs that are established after its entry into force on 1 May 2019.
For those that existed before 1 May 2019, they have an adaptation period that expires on 31 December 2019 at midnight.
Between 1 May 2019 and midnight on 31 December 2019, the ASBL may choose to bring its articles into conformity (opt-in), and the provisions of the SHA will then apply to it as from the publication of the statutory amendment in question.
From 1 January 2020, all the provisions of the SHA are applicable to NPOs existing before 1 May 2019.
As regards the clauses contained in the articles of association, there are three possibilities:
- either, they simply take over the rules of the 1921 law not modified by the SHA. They can then remain as such.
- or, they provide for a derogatory solution in relation to a rule of the CSA which is of a suppletive nature: they may be maintained (in accordance with an exception to the immediate application of the new law which has always been accepted in contract law).
- or they provide for a derogatory solution to a mandatory/public order provision of the CSA: they will be deemed unwritten. Matters on which the statutes are silent are governed by the suppletive and mandatory provisions of the new SHA.
Please note: any amendment of the statutes after 1 January 2020 will require the statutes to be brought into conformity with the SHA.
The statutes must be brought into conformity by 1 January 2024 at the latest.
In case of non-compliance with this obligation, there is a personal and joint liability of the directors for all damages suffered by the association or by third parties. However, this liability is fairly theoretical if the directors have ensured that the ASBL has, in its operation, complied with the imperative rules of the CSA.
