In order to simplify Belgium’s company landscape on the one hand and increase its flexibility on the other hand, the Belgian legislator has decided to abolish certain company forms and integrated their particularities as options in other company forms.

The most important company forms abolished by the Belgian Code for Companies and Associations (BCCA) are:

  • the partnership limited by shares (Comm.VA / SCA);
  • the cooperative company with unlimited liability (CVOA / SCRI);
  • the company with a social purpose;
  • the agricultural company;
  • the economic partnership (ESV / GIE); and
  • the professional association (beroepsvereniging / association professionnelle).

What happens to my (abolished) company (type)?

In principle, the current/former Belgian Companies Code (BCC) remains applicable to the companies organised under one of the abolished legal forms. Nevertheless, as from 1 January 2020, these companies will also be subject to the mandatory provisions of the corresponding company type under the BCCA, which will prevail over the conflicting provisions of the BCC and the articles of association.

This means in particular that as from 1 January 2020,

  • the partnership limited by shares (Comm.VA / SCA) will be subject to the mandatory provisions of the public limited liability company with a sole director (NV/SA);
  • the cooperative company with unlimited liability (CVOA / SCRI) will be subject to the mandatory provisions of the general partnership (VOF / SNC);
  • the company with a social purpose will be subject to the mandatory provisions of the cooperative company (CV / SC);
  • the agricultural company will be subject to the mandatory provisions of the general partnership (VOF / SNC) / the limited partnership (CommV / SCS);
  • the European economic interest grouping (ESV / GIE) will be subject to the mandatory provisions of the general partnership (VOF / SNC); and
  • professional association (beroepsvereniging / association professionnelle) will become subject to the mandatory provisions of the association (VZW / ASBL).

It goes without saying that these situations of double application of rules may lead to legal uncertainty and, potentially, discussions on which rules to apply. It is therefore advisable to convert as soon as possible to the corresponding, or a different, company form.

How to convert to the corresponding or another company form?

The conversion of the legal form of the company requires an amendment of its articles of association. This can be done by an extraordinary meeting of shareholders to be held in front of a Belgian notary public.

If a company, having a company form that ceases to exist under the BCCA, would convert to its corresponding company form under the BCCA (e.g. a partnership limited by shares (Comm.VA / SCA) converts to a public limited liability company with a sole director (NV/SA)), such conversion can be implemented following the standard procedure for amending the articles of association.

If a company would convert to a different company form (e.g. a partnership limited by shares (Comm.VA / SCA) converts to a private limited liability company (BV / SRL)), such conversion requires application of a special conversion procedure.

Automatic conversion on 1 January 2024

The transitional period of the BCCA ends on 1 January 2024 meaning that, by then, all companies organised under an abolished legal form have to be converted into the corresponding, or a different, company type.

If not voluntarily converted by that time, the company will be converted automatically by operation of law into the corresponding company type. In addition, the company’s management is (a) held to convene a shareholders’ meeting to resolve upon the conversion within 6 months to adapt new articles of association and (b) subject to (personal and joint) director’s liability for all damages resulting from failing to meet the deadline.