Amending the Articles of Association and canceling the management committees: the approaching end of the year – shareholders

As mentioned previously on our site Breaking News of March 21, 2019, the new Belgian Companies and Associations Act (BCCA) entered into force on May 1, 2019. By updating the Companies Act, the Belgian legislator aims to create a more flexible and streamlined regulatory framework for companies.

The BCCA ensures that shareholders and company founders have great freedom in determining the arrangements and rules within their companies. Since the change in law, you have the opportunity to customize your company according to your professional and personal needs.

All companies incorporated before May 1, 2019 must amend their Articles of Association By December 31, 2023. Therefore, time is running out to take action.

Companies that do not take the necessary steps to convert by December 31, 2023 will automatically be converted to the legal form most similar to their previous structure. This automatic conversion will happen without modifying the platform. In such a case, as a principal, you can be personally and jointly liable for damages arising from your failure to bring the Articles into line with the new law.

In addition to the requirements to align the statute with the BCCA, there are important implications for the current management committees in companies in the form of
Anonymous company (Sa) / naamloze vennootschap (Nevada). As of January 1, 2024, these management committees will be permanently dissolved. These companies will need to choose between a single model (with a board of directors), a dual model (with a supervisory board and a board of directors), or a sole director.

As implementation approaches, it is recommended that you take the necessary steps to promptly adapt your platform to the new code. If you are still working with a management committee, you should consider the new management structure which will become mandatory from January 1, 2024.

The content of this article is intended to provide a general guide to the subject. It is advised to take the advice of specialists in such circumstances.