News

September 2019 – UBO registry

More than 5 years after the introduction of the UBO registry by the Fourth Money Laundering Directive (EU 2015/849) or “MLD4”, 2 years after the adoption of the coresponding Belgian Money Laundering Act and after two consecutive postponements of the effective date, all Belgian corporate entities and other Belgian legal entities will be obliged to identify their UBOs and upload the required information in the Belgian UBO-Register by 30 September 2019.

While the information obligations of the UBO apply directly to companies and legal entities, it should be noted that the company’s directors may be held liable up to considerable amounts.

Please note while listed companies are excluded to identify their UBO’s in accordance with a recently updated FAQ of the Belgian administration, this exclusion importantly does not apply to daughter companies which are directly or indirectly held by such listed companies with less than 100% of the total shareholding.

Our firm is advising on all UBO matters, and also acts as a representative for companies in timely obtaining all UBO related information, identifying the UBO’s, completing the register as proxyholder and keeping it regularily updated.

 

May 2019 – Verhaegen Walravens supports the Belgian Representation at the Venice Biennale 2019

Verhaegen Walravens is proud to announce that artists Harald Thys & Jos de Gruyter have been awarded a “Special mention as National Participation to Belgium” during the official awards of the 58th Biennale of Venice.

Curated by Anne-Claire Schmitz, the artists’ Mondo Cane installation has received exceptional international recognition for staging an uncanny alternative view of the under-recognised aspects of social relations accros Europe.

Our law firm remains a commited partner and supporter for artists & art alike.

February 2019 – Transitional regime of the new law of companies and associations

The text of the new law of companies and associations has been adopted by the Parliament on February 28, 2019. Existing companies and associations will have to adapt their articles of association (and eventually their other corporate documents (shareholders’ agreements, internal rules, etc.)) to the new provisions of the law.

All legal entities which will be set up after May 1st, 2019, will have to be incorporated according to the new code.

As for the existing companies and associations, the new code will apply according to the following transitional regime:

  • From May 1st, 2019 :
    • Existing legal entities can decide, on a voluntary basis, to apply the new provisions of the code. To that end, an amendment of the articles of association is necessary.
    • The rules relating to the expulsion and withdrawal of shareholders are applicable to the legal proceedings instituted after May 1st, 2019. The current provisions of the companies’ law will apply to the proceedings introduced before May 1st, 2019.
  • From January 1st, 2020 :
    • If the articles of association of an existing legal entity are modified (except if the modification relates to: a capital increase made by the board of directors, the exercise of subscription rights or the conversion of convertible bonds), the company has to modify its articles of association in order to adapt them to the new code.
    • The mandatory provisions of the new code will apply automatically to all legal entities. Default provisions will apply automatically if the articles of association do not provide otherwise.
  • January 1st, 2024 :
    • On January 1st, 2024 all existing legal entities must have complied with the new code (i.e. modification of the articles of association).
      The directors are personally and jointly liable for the damages resulting from failure to comply with this obligation.
    • As from January 1st, 2024, existing legal entities with a company form which is abolished by the new code and which have not modified their articles of association (i.e. société en commandite par actions / commanditaire vennootschap op aandelen, société agricole / landbouwvennootschap, groupement d’intérêt économique / economisch samenwerkingsverband, société cooéerative à repsonsabilité illimitée / coöperatieve vennootschap met onbeperkte aansprakelijkheid, société coopérative à responsabilité limitée / coöperatieve vennootschap met beperkte aansprakelijkheid which does not correspond to the new definition of the société coopérative / coöperatieve vennootschap) are automatically converted into the closest surviving form.
      Following this automatic conversion, the directors must convene a general assembly at the latest on June 1st, 2024 which assembly shall adapt the articles of association. The directors are personally and jointly liable for the damages resulting from failure to comply with this obligation.