Belgian Company law reform: update

By Charles Price and Sébastien Popijn

Belgian Company law reform: update

On 23 October 2018, the Belgian Commercial and Business Law Parliamentary Committee approved at a first reading stage the draft Law reforming Belgian Company law. The draft Law has now to be approved at a second reading of the Committee and then submitted to the plenary session of the Belgian House of Representatives.

The draft Law currently provides that the new Belgian Code for Companies and Associations will enter in force i) on 1st May 2019 for companies incorporated from that date and, ii) on 1st January 2020 for already existing companies.

The law effects a rationalization and modernization of Belgian company law including, inter alia, the suppression of the less utilized types of company, the adoption of a registered office rather than a real seat test, a cap on directors’ liability, the introduction of multiple voting shares, the abolition of a specified minimum capital for the Belgian private company and a new definition of non-profit associations.

Despite much discussion to date, amendments to the draft Law are still possible.

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Authors: Charles Price (charles.price@cew-law.be) and Sébastien Popijn (sebastien.popijn@cew-law.be)