-
Your contact person for this topic:
Evelyne Ruland
Lawyer
-
Contact
- +32 11 29 47 01
- e.ruland@euregio.law
-
Further publications on this topic:
- Setting up a company in Belgium: subsidiary or branch office?
- The establishment of a Belgian subsidiary explained step by step
-
More on this topic:
- Company formation
- Corporate law
Belgian company law was very outdated by 2020 and therefore in need of reform. The reforms aimed to make the Belgian business climate more attractive, enabling Belgium to compete with other EU Member States. The focus was on simplifying company law. The most important reforms are briefly outlined below.
1. Abolition of the distinction between commercial companies and civil law companies
The reform of company law introduced a standardized definition of a company. This eliminates the distinction based on the outdated criterion of “carrying out commercial transactions.” As a result, freelancers, farmers, and associations are now regarded and treated as companies, bringing them within the scope of insolvency law and the provisions of the law on the continuity of companies following the reform.
Consequently, the Commercial Court was also renamed the „Company Court“.
2. Fewer company forms with the private limited liability company as the standard company in Belgium
As part of the reform of Belgian company law, the number of company forms was limited to four main forms:
- The partnership
- The private limited company (BV)
- Cooperative society (CV)
- The public limited company (NV)
The European company forms will also be retained.
The BV is at the centre of the reform. The aim of the BV reform was to provide an internationally attractive company form for smaller businesses and start-ups. The BV has therefore become the standard form of company, characterised by a high degree of flexibility. This is because the reform provides extensive supplementary rights, allowing deviations from most default rules and enabling the creation of a customised company.
The NV remains the mandatory legal form for listed companies.
3. Formation of a Belgian private limited liability company (BV) – requirement of sufficient capital
A minimum capital is no longer required for the formation of a Belgian private limited liability company. Instead, alternative methods have been introduced to protect creditors:
- the founders must provide adequate capital for the activity that the company wishes to develop
- the financial plan must be more detailed
- distributions are subject to a balance sheet and liquidity audit
- stricter liability of the managing directors has been introduced
4. Transition to foundation theory
Belgium has replaced the theory of the actual registered office (principal place of business) with the incorporation theory. According to this theory, a company is subject to the law of the country in which it was incorporated. As a result, foreign companies can adopt a Belgian legal form, and Belgian companies can retain their foreign legal form.
A procedure for the cross-border transfer of the registered office has also been introduced.
Do you have a question or concern?
Do not hesitate to contact Evelyne Ruland if you have any questions about Belgian company law. Evelyne Ruland will be happy to assist you.
