29.03.2019
By Bert D’hondt
After a long road she is finally there! On 28 February 2019, the Belgian Chamber of Representatives decided to approve the new Companies and Associations Code (hereafter also the CAC).
The ultimate goal of this new CAC is – following the example of our neighbouring countries – to make Belgium more attractive, more competitive and more modern as a business location. Flexibilisation and simplification are therefore the basic pillars of the new Belgian company law.
Below you will find a brief overview of the far-reaching changes that this new CAC entails. These changes will of course take shape as the new Code will be in force as from 1 May 2019.
Redrawing of the company landscape
– The new Code reduces the number of company forms to (only) four basic company forms:
- the private limited company (i.e. the former private limited liability company) [Dutch: BV];
- the public limited company [Dutch: NV];
- the cooperative society [Dutch: CV]; and
- the partnership
The BV, the NV and the CV are the three forms of capital companies with legal personality and limited liability.
The partnership is the only one without legal personality. However, there are two exceptions to this rule: the VOF (general partnership) and the Comm. V. (ordinary) limited partnership continue to exist, as specific forms of a partnership with legal personality.
The BV itself will be the preferred form of company for small and (medium) large companies.
Whereas under current law the NV has never achieved its objective, i.e. to become the pre-eminent company form for large financially strong companies, this is changed with the new CAC. The NV is hereby proposed as the company form of choice for larger and listed companies.
– In addition to the above-mentioned four basic company forms, the European companies, namely the EC (European Company), the ECS (European Cooperative Society), and the EEIG (European Economic Interest Grouping), also continue to exist as they are regulated at European level.
Entry into force
The CAC shall enter into force on 1 May 2019. Any basic company form or any other aforementioned company created as from this date will therefore be immediately subject to the new legislation.
Naturally, a transitional period will be provided for:
existing companies, this ultimate date will be 1 January 2020. From that date, they will have another 4 years to amend their articles of association or to convert if it appears that the company form that was established no longer exists.
If existing companies have still not done so by 1 January 2024, they will be automatically converted.
