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Paula is a partner at Verhaegen Walravens.
She is an expert in
corporate law and M&A. Paula’s practice also encompasses dispute resolution, among which corporate ligitation.
Paula graduated from the Université Libre de Bruxelles in 1994 and acquired a special degree in Economic law at the same university (1996). She was admitted to the Brussels bar in 1996.
Paula leads Verhaegen Walravens’
Portugese and Brazilian Desk.
Paula works in French, English and Portuguese and has a good working knowledge of Dutch.
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.
which will be legal entities , will have to be incorporated according to the new code. set up after May 1 st, 2019
As for the
, the new code will apply according to the following transitional regime: existing companies and associations
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 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 1 st, 2024
On 27 January 2017, Jean Pierre & Anouk intervened at the Vanham & Vanham M&A Seminar with regards to the acquisition of companies in difficulty, by means of asset or share deal.
They examined in particular the measures which may facilitate the takeover as provided by the act of 2 January 2009 on the continuity of enterprises, and highlighted the greater security to proceed to a takeover within the context of a judicial collective procedure.
This seminar was prepared with the assistance of Paula Martins Costa, Daria Likhatcheva & Larisa Ciufu.
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