News

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 1^st, 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 1^st, 2019. The current provisions of the companies’ law will apply to the proceedings introduced before May 1^st, 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 1^st, 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 1^st, 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.