On 28 February 2019, the Belgian Parliament has finally approved the draft law introducing the new Companies and Associations Code.

The law effects a rationalization and modernization of Belgian company law including, inter alia, the reduction of the number of categories of companies from 17 to 4, the adoption of a registered office rather than a real seat test, a cap on directors’ liability, the introduction of multiple voting shares, the abolition of a specified minimum capital for the Belgian private company and a new legal regime for non-profit associations.

The new Code will enter into force (i) on 1st May 2019 for companies/associations incorporated after that date and (ii) on 1st January 2020 for already existing companies/associations with an option, however, for already existing companies/associations to decide to apply the provisions of the new Code before that date. Already existing companies will need to harmonize their Articles of Association with new Code by January 1, 2024 at the latest. Members of the administrative body of already existing companies/associations will be personally and jointly responsible for damages suffered by the company/association or by any third party resulting from the non-compliance of the Articles of Associations with the new Code.

By Charles Price & Sébastien Popijn