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Modernisation of companies law


On July 20, 2017 at the initiative of the Minister of Justice, Koen Geens, the Council of Ministers agreed on the text of the draft bill aiming at recasting the Belgian companies law and non-profit law. At this stage, the draft bill has been referred to the Council of State for opinion.

In a nutshell, the following changes are announced:

- The prohibition for non-profit legal entities to directly or indirectly distribute any profits to their members will be reinforced;

- The number of legal forms for commercial companies will be reduced; 

- Simplifying rules will be enacted, notably in relation to the share capital; 

- Both commercial companies and non-profit legal entities will be regulated by a new Belgian single code relating to commercial companies, associations and foundations  (hereafter: "Code"); and

- The (international) non-profit associations referred to in the law of June 27, 1921, on non-profit associations, foundations, European political parties and European political foundations (hereafter: "Associations") will be defined in a way that is more in line with the economic reality. Indeed, Associations will be authorised to carry out commercial activities without limitation, thereby qualifying as undertakings.  According to the new Belgian Code of Economic of Law, Associations qualifying as undertakings will also be subject to insolvency proceedings and to the jurisdiction of a new "Undertaking's Court" (in French: "Tribunal de l'Entreprise / in Dutch: "Ondernemingsrechtbank").

According to our privileged contact person working on the Code, an agreement on the new text of the Code should be reached by December 2017 at the latest.  KOAN will keep you posted on the progress of the legislative process and the final content of the Code.

Corporate & Tax Law, Non-Profit & Trade Associations