News

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.

 

June 2018 – EU MIPIM PropTech

Anouk De Graef, our firm’s real estate partner, will attend MIPIM PropTech Europe in Paris this 20 & 21 June.

MIPIM PropTech Europe is the premier Property and Tech event in Europe, providing insight to the latest cutting-edge property technology and the future of property in the European market for the industry’s key decision makers.

We look forward to meeting our clients at this important real estate event.

 

 

June 2018 – Administrators of Facebook fan pages considered to be joint-controllers under EU Privacy law

In an important ruling, the Court of Justice of the EU (CJEU) ruled yesterday (5 June) that an administrator of a fan page on Facebook may be considered a controller jointly responsible with Facebook for the processing of personal data, as it takes part in the determination of the purposes and means of processing of personal data of visitors to its fan page.

While this ruling relates to Directive 95/46/EC, which was repealed by the GDPR, it will also be of particular significance under the GDPR.

Read more on: https://curia.europa.eu/jcms/upload/docs/application/pdf/2018-06/cp180081en.pdf