17-02-2023

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 of a cooperative society in Article 6:1 of the CCA will be converted into a private limited company (BV/SàRL).

This conversion requires an amendment to the articles of association and, in the cases stipulated by law, also the completion of the procedure described in Book 14 CCA.

III. Sanctioning

If your company has not amended its articles of association or has not been converted to a company form prescribed by the CCA by 1 January 2024, it will be automatically converted to the most suitable legal form. Note that such automatic conversion is not the most opportune choice for your company. Moreover, you may not be able to benefit from certain opportunities offered by the new CCA because your articles of association are still drafted in accordance with the old company rules (including in terms of digitalisation and flexibility).

Moreover, in that case, the board of directors is legally obliged to convene the general assembly to amend the articles of association at the latest within a period of six months (no later than 30 June 2024). If the board of directors fails to do so, the directors will be personally, jointly and severally liable for damage suffered by the company or a third party.

If your articles of association have to be amended yet to comply with the new CCA, don't wait too long to address this.

Astrea is happy to assist you in the process of modernising your articles of association and adapting them to the new company rules in a timely manner. Contact your regular contact person for a tailor-made quote.