A new set of rules has recently entered into force for your company, i.e. the new Belgian Code of Companies and Associations (the ‘CCA’). This means that every company, non-profit organisation or foundation will have to amend its articles of association in order to bring them in line with the provisions of the new CCA.
The new CCA, however, does not only bring obligations, but also many (flexible) opportunities. It will also give you the opportunity to make progress in the areas of digitalisation and modernisation.
In this newsletter, our multidisciplinary teams are happy to give you a brief overview of the main changes and help your company prepare for the digital present and future.
Public limited company (PLC – ‘NV’/’SA’)
Limited company (LTD – ‘BV’/’SRL’)
Electronic decision making
The articles of association may offer shareholders the opportunity to participate remotely in meetings by using an electronic means of communication provided by the company.
This also applies to general meetings that must be held in the presence of a notary (e.g. amendment of articles of association).
Statutory email address – ‘eBox Enterprise’
The articles of association may specify an email address on which the company can be reached officially. This means that all official communication in a company can now take place by email, if the shareholders and directors in turn provide the company an email address on which they can be reached.
The legislator’s preference for the use of modern means of communication is also demonstrated by the launch of the ’eBox Enterprise’ tool.
This is the secure electronic mailbox that centralises all official communication between businesses and government institutions.
We are happy to help you if you want to make use of this tool.
Impact of shareholders’ agreement
Do not forget to thoroughly analyse your existing shareholders’ agreements and adapt them to the new rules. For example, there are new rules regarding voting arrangements and for provisions restricting the transfer of shares.
As from 1 January 2020
Since 1 January 2020, many rules already apply automatically to all existing companies, even if they were already incorporated and have not yet adapted their articles of association (the so-called ‘mandatory provisions’).
Statutory provisions that are in conflict with these mandatory provisions will be considered as non-existent.
Some examples of mandatory provisions are:
In the absence of a clear list of all mandatory provisions, companies will be in a ’grey zone’ as long as they have not amended their articles of associations. In other words, it is not clear which rules you will have to apply in certain cases.
Therefore, it is worthwhile to take action now and adapt your articles of association to the CCA.
For existing companies, the new denominations and abbreviations of the legal forms apply mandatorily as of 1 January 2020:
Since then, all documents issued by a company (e.g. invoice, website, etc.) must mention this new legal form (whether abbreviated or not).
1 January 2024: mandatory amendment of the articles of association
By 1 January 2024 at the latest, the articles of association of all existing companies must be brought into line with the provisions of the CCA.
The members of the managing body shall be personally and severally liable for any damage suffered by the company or third parties as a result of non-compliance with this obligation.
Better not wait until 2024!
Notaries, accountants and legal advisors will be heavily consulted in the second half of 2023. So act timely!
Do you have any questions? Our multidisciplinary teams are ready to help you upgrade your company. Feel free to get in touch with your trusted advisor within Grant Thornton or our legal team.