Under the new Belgian Code of Companies and Associations (CSA) applicable since 1 May 2019 – with the exception of certain transitional provisions – a public limited company may have only one director, whereas previously three directors were required. In addition, of course, the following possibility remains open: a single-level board of directors (through a collegial board of directors), a two-level board of directors (supervisory board and management board).
The articles of association of a corporation may now stipulate that the corporation is managed by a single director, who may or may not be appointed in the articles of association (Article 7:101 CSA). A statutory director is therefore possible with the possibility that the articles of association provide that the sole director is jointly and severally liable for the company’s obligations, or that his consent is required for any amendment of the articles of association, for any distribution to shareholders or for his own resignation (veto right).
However, even if, according to the Statutes, the sole director must accept his resignation, the General Assembly may terminate his mandate without his consent, subject to compliance with the conditions of presence and majority for an amendment of the Statutes, if there are legitimate reasons for doing so (Article 7:101 §4 CSA).
