In implementation of Directive 2009/109/EC the Belgian Law of 18 January 2012 has modified the Belgian Companies Code.

The main purpose of this Law is to simplify the rules on the provision of certain information as well as the holding of general shareholders’ meetings for certain mergers and de-mergers.

Concerning the notification of the proposed merger, companies may now choose to publish the summary of the merger proposal either in the Belgian Official Gazette or by means of a hyperlink to a website setting out the summary of the merger proposal.

A new rule has also been introduced concerning the waiver of the normal reporting requirement. If all shareholders and persons having the right to vote agree, it is no longer necessary to draw-up Board and Auditor’s reports.  Previously, in all cases, both the acquiring and acquired companies had to draw-up both Board and Auditor’s reports.

Likewise, under the same condition that all the shareholders agree, significant changes of assets no longer need to be reported by the company to the general shareholders’ meeting of shareholders and to each company interested in the merger.

The rule relating to the need for an intermediate financial statement no more than three month’s old has also been relaxed. In certain specified conditions this requirement has been dropped.

A further relaxation is that where the acquiring company holds 90% of the shares of the acquired company approval by the general shareholders’ meeting of the shareholders of the acquired company is no longer necessary.

Finally, documents may be disclosed to the interested parties via the company website or by email and it is no longer required to make hard copy available at the company’s headquarters

These new rules come into force for mergers and demergers as of 28 January 2012.

Quentin Metz
Edgard van der Straeten