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.

 

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

 

 

May 2018 – Incorporation of artist’s estate foundation

May 2018 – Our firm assisted in the incorporation of the Charlemagne Palestine Foundation. Charlemagne Palestine, born in Brooklyn in 1947, is amongst others a groundbreaking musical performance artist.

Our firm specialises in the establishment of artist’s estate foundations and offers a one-stop-shop full service covering corporate, IP rights, estate planning, …

(for more info on Bozar’s current exhibition see https://www.bozar.be/en/activities/132307-charlemagne-palestine).

April 2018 – Major SABAM tariff rise succesfully disputed

We are very proud to announce Philip Walravens & Caroline Lebon have successfully assisted a series of clients of the music concert & festival industry in a litigation against SABAM, the Belgian Association of Authors, Composers and Publishers, in relation to the recent major rise in license tariffs.

In a decision of April 12th 2018, the Brussels Commercial Court has declared SABAM’s rise in tariffs to constitute an abuse of its dominant market position, and hence constitute an unfair market practice. This decision will have a large impact on all concerts & festival organizations in Belgium, and the decision was widely communicated in the press (De Standaard, De Tijd)

 

 

 

April 2018 – GDPR Roadshow in India

Florian De Rouck, member of our TMT / IP team team, participated to the Belgian trade mission focusing on IT, IP & Law in India from 25 to 31 March. The trade mission was organized by Brussels Invest & Expert (BIE). Florian spoke in Bangalore, Hyderabad & Chennai (known as India’s IT hub) on GDPR and its implications for Indian firms.

Indian companies are taking a particular interest in the EU practices in adopting the GDPR which is crucial for their EU clients, especially as the Indian government is also preparing a revised Indian data protection act with reinforced and new obligations similar to the EU regulation.

We are excited to deepen our relations in the fast-evolving Indian IT market, which has proven to be an excellent partner for EU firms in relation to a number of services.

 

April 2018 – VAT on immovable lease: back and forth

In the fall of last year, the government withdrew its project to subject immovable lease to VAT on option due to budget constraints.

Apparently, things have changed as, after the budget control of March 2018, the press release issued at that occasion announces that the measure will be taken with effect as from 1 October 2018.

Not so many details are available at this stage, but it seems that that the intention of the government is to make the option possible only:

  • for newly constructed or deeply renovated buildings;
  • if both the landlord and tenant agree to do so;
  • if the tenant is a VAT taxpayer including VAT exempt tenants such as insurance companies, financial institutions, etc.

Our Tax practice will keep you informed of the development as soon as rumours have changed into text.

Our fear is that such a limited scope of application creates a double real estate market detrimental to the readability of the sector of activity. Indeed, depending on the option is exercised or not (or can be exercised), the building investment cost will differ by 21%, which, in turn, will be reflected in the resale price in the future.