Are your company's bylaws already up to date with the new legislation?

The deadline for updating your company's bylaws to the new Company Code is approaching fast. Baker Tilly can guide you through this process so you can already tick off this obligation.

For some time now, Belgian companies have been subject to the new, modern and more flexible Companies and Associations Code:

• A BV/SRL – private limited liability company - no longer has a capital;
• A NV/SA – public limited liability company - can be incorporated and exist with a single shareholder and a single director;
• Many CV/SC – cooperative limited liability companies - without cooperative purpose are considered "fake" and are obliged to change to a BV(BA)/S(P)RL; 
• The CommVA/SCA - limited partnerships with shares - no longer exists and slips into a public limited company;
• 1 person may no longer take up 2 director mandates in 1 company, even if this 2nd mandate is through a (management) company;
• ...

Your company - if incorporated before 1 January 2020 - is also obliged to bring its articles of association in accordance with this new legislation before 31 December 2023. Most companies will need to visit a notary in this regard, for the VOF/SNC – general partnership – and CommV/SComm – ordinary limited partnership - this can be executed in the form of a private deed.
 
This mandatory amendment of the articles of association is the ideal opportunity to evaluate the following issues:

• Can the legal functioning of your entity (or group structure) be organised more flexible or improved?
• Is the description of your statutory purpose clause still up to date?
• Do you wish to officialise your company's website and/or e-mail address?

Baker Tilly can assist you with this in an efficient and cost-friendly manner. We look at which amendments to the articles of association are appropriate for you, initiate the process with your chosen notary office and ensure that everything runs smoothly.
 
As this process takes some time, we recommend you to launch it now. That way, your articles of association may have been amended prior to the annual general meeting and this will no longer need to be arranged during the often busy autumn and year-end period.

Advice for amendment of articles of association?

If you wish to engage Baker Tilly's legal team for this amendment of the articles of association, we kindly ask you to contact your account manager or someone of our legal team by mail to WVV-CSA@bakertilly.be.