THE NEW COMPANIES AND ASSOCIATIONS CODE HAS BEEN ADOPTED: what shall your association/foundation do?
After months of debates within the Belgian Chamber of Representatives, the companies and associations Code (hereafter: “New Code”) has been adopted on February 28, 2019. The New Code is one single set of rules governing all Belgian legal entities (i.e. companies and non-profit legal entities).
The New Code will enter into force as from May 1st, 2019 for new associations/foundations and as from January 1st, 2020 for existing associations/foundations.
In a nutshell, the major amendments brought by the New Code are the following:
- The possibility for associations/foundations to carry out unlimited commercial activities;
- The introductionof a liability cap for directors;
- The introduction of a procedure of transformation of a non-profit association into an international non-profit association and vice-versa; and
- The introduction of procedures of cross border transformation, which will facilitate the free movement of associations/foundations and their migration from Belgium and towards Belgium.
In practice, what does it mean for your association/foundation?
The articles of association of your association/foundation shall be amended to bring them into compliance with the New Code:
- In theory: the deadline provided by the New Code is January 1st, 2024; and
- In practice: for the below reasons, we recommend any existing association/foundation to amend its articles of association within one or two years after the entry into force of the New Code.
Why is it important to amend your articles of association?
- Allowing your association/foundation to benefit from the advantages offered by the New Code(e.g. the possibility to carry out unlimited commercial activities);
- Avoiding any potential contradictions between the current articles of association of your association/foundation and the New Code’s mandatory provisions, the latter prevailing in case of conflict. Such conflicts could lead to legal uncertainty and risks for your members, directors, but also thirds parties; and
- Derogating from residual rules(i.e. rules which apply except if the articles of association provide otherwise) and avoiding them becoming binding on your association/foundation.
KOAN Law Firm’s Non-Profit and Trade Associations team will keep you informed in relation to the New Code in the upcoming weeks and months.
Please do not hesitate to contact us should you have any questions regarding the New Code or should you need any assistance to analyse the impact of the New Code on your association/foundation.
KOAN’s Non-Profit and Trade Associations team advises numerous Belgian and European (international) associations and foundations active in a wide range of areas, such as banking, food, agriculture, education and health. Because of our ideal location in the heart of Europe, next to the European institutions, KOAN is well placed to represent non-profit and trade entities vis-à-vis the European institutions. Thanks to its composition, integrated and committed working methods, acquaintance with the sector and diversity of its clients, the team is a key player in Belgium for delivering legal services promptly and efficiently to handle all issues concerning the non-profit and trade associations sector.
The support offered by KOAN to non-profit and trade associations is designed to be cross-cutting and multi-disciplinary, involving the assistance of specialists in various areas such as employment law, commercial law, contract and intellectual property law, VAT and tax law. We aim to be practical in our approach and provide straightforward advice, always taking into account the specificities of the non-profit sector. Moreover, the team disposes of an international network of peer lawyers in a.o. Portugal, France, Luxembourg, the Netherlands, the UK, the US, etc.
Legal 500 2017 - Not-for-profit