Is your company adapted to the new Belgian Companies and Associations Code?

As from 1 January 2020, the new Belgian Companies and Associations Code (W.V.V.) is applicable on all existing companies. It is essential to adapt correctly the functioning as well as the articles of association of the companies. 

The Companies and Associations Code has gradually entered into force. As from 1 May 2019, all new established companies were subject to the W.V.V. and existing companies could voluntarily and anticipatively apply the new code by an opt-in. 

Now, the new Code is applicable on all existing companies. 

First of all, all new mandatory provisions must be applied. These mandatory provisions are applicable, regardless of what has been included in the articles of association. This means that these articles can be applied, even if you are  not familiar with it yet. 

The number of mandatory provisions is significant and refers to many aspects of the company. As regards to the daily practice of the company, a few aspects require your special attention. For example: 

  • It is no longer possible to simultaneously act as a director in one’s personal name and as a representative of a director-company / legal person. Before the change, it was quite usual amongst family companies and group companies to do so. If this is still the case in your company, this should be modified. If not, disputes may arise regarding the validity of the administrative body and its decisions.
  • The new mandatory provisions regarding conflict of interest is quite radical. The current rule is that the director who is implicated in a conflict of interest may not participate on meetings and decisions regarding this aspect. In case of a violation of this provision, not only the company but everyone who has an interest can request that the decision is declared null and void. Its consequences could be far reaching.

There are also additional provisions of the Companies and Association Code that will be applicable on all existing companies. The difference with the mandatory provisions is that a deviation of the additional provisions in the articles of association is allowed. 

We advise you to immediately proceed to a thorough amendment of the articles of association. 

The new Companies and Associations Code focuses on flexibility. It is possible to deviate from the default-regulation in view of modulating the company to your specific needs. This is how a customized company can be created. 

Furthermore, the new Companies and Associations Code foresees new legal possibilities, but for which an express opt-in must be done. A new possibility of an extra-judicial dispute resolution in a private company (BV).  

Either way, it is important for you and your company to anticipate and think about the contents of the articles of association of your company. After all, the new Companies and Associations Code obliges you to amend the integrality of your articles of association in accordance with the new code, as soon as you proceed to any amendment of the articles of association as from 1 January 2020. 

ATHENA LAW & STRATEGY can assist you with these matters: screening of the articles of association, shareholder agreements, and legal and practical assistance to adjust your company to the new legal framework taking in account your and your company’s needs.

Please contact Mr. Simon Deryckere (s.deryckere@athenalaw.be) and Mr. Jonas Deryckere (j.deryckere@athenalaw.be) should you require additional information.