Don't Forget Amending Your Articles Of Association To The New Belgian Code Of Companies And Associations Timely!

• Published date: 07 March 2023
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law
• Law Firm: Astrea Law
• Author: Mr Dieter Veestraeten and Thomas Charon

Have you incorporated a Belgian company before 1 May 2019? If so, your company's articles of association may not have been adapted to the new Belgian Code of Companies and Associations (CCA) yet. You have time until 31 December 2023 at the latest to adapt your articles of association to the CCA.

Below we offer you a brief overview of the various procedures and formalities.

I. Adapting your articles of association to the CCA

The CCA came into force on 1 May 2019, so new companies incorporated since 1 May 2019 had to comply with the new company code immediately.

Companies incorporated before 1 May 2019 have time until 31 December 2023 to adapt their articles of association to the CCA, although the mandatory provisions of the CCA are already applicable to these companies since 1 January 2020.

If your company has the form of an NV/SA, BV (former BVBA)/SàRL (former SPRL), VOF/SNC, CommV/SCS or CV (former CVBA)/SC (former SCRL) and does not need to be converted to another form recognised by the CCA, a simple amendment of the articles of association will suffice.

Such amendment of the articles of association will in most cases need to be approved by an authentic deed before a notary. However, in case your company has the form of a Partnership, VOF/SNC or CommV/SCS incorporated by private agreement, the amendment of the articles of association by private agreement will suffice.

II. Conversion of your company into a company form recognised by the CCA

If your company takes the form of a joint-stock limited partnership (Comm. VA/SCA) or a cooperative society with limited or unlimited liability (which does not meet the conditions of the newly introduced cooperative company), it must be converted to a legal form prescribed by the CCA. More specifically, a:

- joint-stock limited partnership (Comm. VA/SCA) will be converted into a public limited company (NV/SA) with a sole director;

- cooperative society with unlimited liability (CVBA/SCRL) will be converted into a general partnership (VOF/SNC);

- cooperative society that does not meet the definition...