As you most probably already know, the Belgian federal council of ministers has approved the preliminary draft of the law "introducing the Companies and Associations Code and containing various provisions" which will replace the current Belgian Companies Code. The preliminary draft has been submitted to the Belgian Chamber of Representatives on 4 June 2018 and the Belgian Chamber of Representatives will start debating as from September 2018 and most probably approve the preliminary draft somewhere in the second half of this year. The preliminary draft aims at thoroughly reforming the current Belgian company regime and is said to be revolutionary as companies will now be offered a modern, customised and efficient legal apparatus making Belgium an attractive country for businesses to establish themselves in and which is able to compete with other countries.

The comprehensive reform of the Belgian company law is based on the following three main principles:

  • A far-reaching simplification
  • A far-reaching flexibility with attention to the interest of third parties, including creditors, and
  • Compliance with European evolutions

The preliminary draft currently foresees that the new Belgian Code for Companies and Associations (BCCA) will in principle enter into force on January 1, 2019, (or in the first quarter of 2019) for companies to be established as from that date onwards. For already existing companies, the new Belgian Code for Companies and Associations will in principle enter into force on January 1, 2020.

Taking into account that these dates are fast approaching, we would like to, over the course of the next few weeks, provide you with weekly newsletters which explain step-by-step the new company law regime making sure that you gain insight into the main changes which will be of great importance to your business. For example, the following topics will be addressed:

  • The transitional regime
  • The new regime of the BVBA/SPRL (now called BV/SRL)
  • The new regime of the NV/SA
  • The directors' liability
  • Dissolution and liquidation