by Matthieu Vandevoorde
The new Belgian Code of Companies and Associations entered into force on 1 May 2019. All companies and associations must ensure that their articles of association comply with this legislation by 31 December 2023. This means companies and associations established before 1 May 2019 must amend their articles of association in accordance with the new Code’s requirements and provisions. This article explains the implications in more detail.
Articles of association for partnerships, general partnerships, limited partnerships and associations that are formed privately must also comply with the Code, but notarisation is not required.
If your company or association does not amend its articles of association in time, it will be converted to the closest match for its former legal entity by operation of law. Automatic conversion means you are missing out on the full benefits (regarding freedom and flexibility, for example) otherwise offered by the Code. Moreover, directors are personally and severally liable for any damage caused to the company, association or third parties as the result of a failure to amend the articles of association to comply with the Code in time.
The obligation to amend your articles of association in compliance with the Code is a good excuse to subject them to a thorough review. In addition to the opportunities offered by the Code, it can be advantageous to amend them in other ways as well. For example, you may wish to expand the objectives to include potential future activities, change your financial year, re-assess restrictions on the transfer of shares, reduce capital, etc. That way, you can “customise” your articles of association to align more closely with your company’s current and future needs.
To amend your articles of association, there are several steps you will need to complete. More specifically, these involve assessing your articles with regard to important changes, engaging a notary to help draw up a draft deed of amendment, arranging an execution date for the deed with the notary, reviewing the draft deed and refining it to reflect your organisation’s needs.
We therefore recommend not waiting too long to get started. If you wish, we are happy to assist you with the amendment of your articles of association, in consultation with your notary if so desired. Contact your account manager to ask for details.
In our opinions, we rely on current legislation, interpretations and legal doctrine. This does not prevent the administration from disputing them or from changing existing interpretations.
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