This brings the reform of Belgian company law to an end.
The decree consists of nine books: "Incorporation and publication formalities", "Consignment procedure and the allocation of assets in the event of involuntary winding-up", "Annual accounts, consolidated annual accounts and publication formalities", "Presentation to the works council of candidates for the position of auditor or statutory auditor ", "The social balance sheet”, “The report on payments to public authorities”, The private company, the cooperative company and the public limited company", "The listed private company within the meaning of Article 1:11 of the Code of Companies and Associations and the public limited company" and "Miscellaneous provisions".
The decree incorporates, for the most part, the provisions of the Royal Decree of 30 January 2001 implementing the Company Code as well as other implementing decrees. Nevertheless, it also contains some new provisions.
- For listed companies, Book 8 of the decree provides new rules on the disposal of shares, in particular if the shares are sold off-market (the new CCA thoroughly revises the rules on the disposal of treasury shares).
- As a result of the integration of the provisions on non-profit associations, international non-profit associations and foundations into the CCA, the decree is supplemented, mainly with regard to the accounting rules in Book 3, by the relevant provisions relating to these types of entities. Book 3 also contains a number of new provisions intended to simply, clarify or harmonise the provisions relating to financial statements.
- The Royal Decree of 27 April 2007 on public squeeze-out bids is amended so that the rules on public squeeze-out bids continue to apply in full to companies whose shares are admitted to trading on the Euronext Growth and Euronext Access multilateral trading facilities, despite the fact that the category entitled "companies making or having made a public call on savings" has been abolished. Consequently, such companies will be treated as listed companies when it comes to buy-out bids.
The royal decree has the same date of entry into force and transitional arrangements as the new Code of Companies and Associations. Consequently, it applies to new legal entities as from 1 May 2019. Legal entities already in existence on 1 May 2019 will be subject to the decree as from 1 January 2020, unless they decide to apply the provisions of the CCA earlier.