Belgian Code of Companies and Associations: new governance rules

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Introduction

The new Code of Companies and Associations (CCA) came into force on 1 May 2019 in order to replace the old Belgian Code of Companies. New companies established after 1 May 2019 have immediately been subject to the CCA. As of 1 January 2020, the mandatory provisions of the CCA have also been applicable to existing companies, which need to align their articles of association with the CCA by 31 December 2023.

Among other things, the CCA will modify the corporate governance rules of Belgian companies. In this white paper, you will find the mandatory provisions as well as the new opportunities provided by the CCA.

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Which amendments have been made regarding the management bodies?

  • Prohibition on combining positions in management bodies (so-called principle of ‘double seats’)

  • Prohibition of ‘cascading’ representational positions

  • Abolition of the executive committees

  • New governance models in public limited liability companies

  • ‘Ad nutum’ revocability

  • Conflicts of interest

  • Delegation of the daily management

  • Prohibition of employment contracts for directors, supervisory board members and executive board members

Let our legal experts specialised in company law advise you.

  • Identification of the opportunities provided by the CCA that meet your needs;

  • Establishment of a new governance policy that is in line with both your company’s needs and the new CCA;

  • Guidance throughout the entire adjustment process (preparing statutory reports, rewriting the articles of association, liaising with the various stakeholders as well as with accountants, auditors, notary publics, banks, etc.);

  • Advice regarding the security regime to which a director, supervisory board member or executive board member must be subjected taking their specific activities into account.

The opportunities provided by the CCA are the ideal occasion to align your company operations with your needs, your situation or your shareholder structure

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Contact

Karen Keuleers

Partner

  • karen.keuleers@bdo.be

  • +32 3 230 58 40

Natalie Bastiaens

Partner

  • natalie.bastiaens@bdo.be

  • +32 3 230 58 40