Following the introduction of the Companies and Associations Code (CPC) in 2019, several company forms were scrapped, while other company forms were given a more modern interpretation (such as the BV(BA) or the NV).
This imposed on all Belgian companies the obligation to conform their articles of association to the provisions of the new Code. A distinction must be made between company forms that were given a new interpretation and company forms that were deleted.
If companies do not conform their bylaws to the new Companies and Associations Code by 30/06, they risk legal complications and possible loss of their legal personality. It is therefore important that concerned organizations act quickly to comply with the requirements.
Below we would like to give you the most important info.
Which companies?
- For the corporate forms that were updated, such as a BV(BA), the conformation was relatively obvious. These companies had to adapt their articles of association to the new Code by 01/01/2024 at the latest;
- For the deleted company forms, the conformation was slightly more complex because they had to be converted into a new company form. The legislator itself came up with a proposal in this regard, and as far as the suggested company form was opted for, the conversion could be done via a simple notarial amendment to the articles of association. Moreover, the companies whose legal form disappeared with the introduction of the new Code and which did not convert spontaneously, were naturally converted into their suggested company form on 01/01/2024.
More specifically, it concerns the following corporate forms:
| Suggested corporate form | Deleted corporate form |
| Limited liability company (NV) with a sole director | Limited partnership limited by shares (CommVA) |
| General partnership (VOF) if there are no silent partners, limited partnership (CommV) if there are silent partners | Agricultural company (LV) |
| VOF | Economic cooperation association (ESV). |
| VOF | Cooperative corporation with unlimited liability (CVOA) |
| Limited liability company (BV) | Cooperative society with limited liability (CVBA) that does not meet the definition of cooperative society (CV) |
| NPO | Professional association and federation of professional associations |
Necessary for all companies
Thus, a CVOA that had not yet amended its articles of association has been transformed into a VOF by operation of law since 01/01/2024. However, this conversion by operation of law does not alter the fact that these companies must still bring their articles of association into line with their new legal form by 30/06/2024 at the latest, this under penalty of directors' liability. In our example, the CVOA does still need to go to the notary to amend its bylaws.
In addition, for the other companies whose form has continued to exist or has been updated (such as an NV or a BV(BA)), it still applies that these companies in principle already had to be converted by 01/01/2024. The directors of these companies are therefore already liable today for damages suffered by the company or third parties from the fact that the articles of association of these companies have not yet been converted to the new Code.
Beware of limited liability companies
Finally, special attention is required for SCRLs that chose to convert to a limited partnership. As shown in the diagram above, CVBAs that did not meet the definition of a CV because they did not meet the so-called "cooperative finality" were converted to a BV by operation of law. However, if these SCRLs opted to convert to a limited partnership, any shareholder, interested third party or the public prosecutor can request the dissolution of these "improper" SCRLs. CVBAs that have transformed themselves into a CV must therefore take care to comply with the so-called "cooperative finality."
Conformation from A to Z
With your approval, our Titeca Pro Experts take care of the conformation from A to Z, including the execution of the deed in cooperation with a notary. This will save you time and red tape.
Included in our services
1 - Screening of current statutes and personalized instructions to the notary for the new bylaws.
We examine whether the current statutes are still appropriate for your situation. In consultation with your client manager and yourself, we look at what opportunities there are under the new Code. Is your board composition and arrangement still adequate? Do directors need to be dismissed and/or (re)appointed? Is the object (purpose) still up-to-date?
2 - Honoraria and deed fees from the notary
3 - Representation by proxy. You don't have to make time to go to the notary yourself. We will do this for you.
4 - Publication in the annexes of the Belgian Official Gazette
Titeca pro accountants & experts at your service!
Enjoy our service for 2,000 EUR (excluding VAT) per company, which includes all related costs (notary, publication, power of attorney... ).
Do you have any further questions or interest? Please do not hesitate to contact your customer manager.
Would you just like the current articles of association to be screened, and the draft deed to be reviewed? Our fee for this is EUR 700 (excluding VAT) per company. Your notary invoices his services and costs directly to you.
