On 28 February 2019, the Chamber approved the New Companies and Associations Code (CAC).
The CAC enters into effect on 1 May 2019.
As a consequence, all new companies, associations and foundations formed or converted from 1 May 2019 will automatically fall under the new CAC.
This means that from that time no new legal entities shall be constituted under a legal form eliminated by the CAC.
Only seven company forms will continue to exist. The following four company forms will continue to exist as the most common forms: the partnership, the BV/SRL (private limited company), the NV/SA (public limited company) and the CV/SC (cooperative company).
All other company forms (except for the seven forms) will be abolished and integrated into the closest corresponding company form. These are:
- silent and temporary trading companies;
- the economic interest grouping (ESV/GIE);
- the cooperative unlimited liability company (CVOA/SCRI);
- the agricultural company;
- the single-member private limited liability company (EBVBA/SPRLU) and the private limited liability company starter (S-BVBA/SPRL-S);
- the limited partnership and the partnership limited by shares (Comm.VA/Soc.Comm); and
- the community interest company.
Existing companies (and associations) have a longer transition period, namely until 1 January 2020.
However, existing companies may opt to fall under the new regime as soon as 1 May 2019. Indeed, some companies may find it very interesting to benefit more quickly from the possibilities introduced by the CAC.
The mandatory provisions of the CAC will apply from 1 January 2020, even if the companies and associations involved have not yet amended their articles of association.
Existing organisations have until the following alteration of their articles of association, or at latest until 1 January 2024 to implement the supplementary provisions.
Most companies and associations will have to adapt their articles of association sooner or later, and no later than 1 January 2024, and in certain cases the shareholders'agreements and the management and directors'agreements will also have to be amended.
However, certain changes will occur by law on 1 January 2020, namely:
- The conversion of the BV/SRL (private limited company) and CV/SC (cooperative company) into companies without capital: this will result in the capital and the legal reserve of all existing BVs/SRLs (private limited companies) and CVs/SCs (cooperative companies) being converted into a blocked equity capital account under the articles of association, which may be unblocked by an alteration of the articles of association.
- Should they fail to do this by themselves in time, existing legal entities whose company form has been abolished will be legally converted into the most similar remaining legal form.
The sanction is the directors’ liability.
So, from 1 January 2020, all provisions of the CAC will be applicable, even if the companies, associations or foundations concerned have not yet adapted their articles of association.
Transition to the registered office under the articles of association doctrine will commence on 1 May 2019. So, from such time, a legal entity will be governed by the company and association law of its registered office under the articles of association, even if it has its headquarters in a different country.