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The new Belgian Companies Code - mandatory provisions relating to directorship

  • 04/03/2020

Since January 1, 2020, the new Belgian Code on Companies and Associations provides for a number of mandatory provisions relating to directorship, which may have a major impact on your company.

The new Belgian Code on companies and associations (hereinafter referred to as the “BCCA”) expressly forbids that a natural person acting as a director in his own name, also acts as the permanent representative of a legal entity (Art. 2:55 of the BCCA).  The use of “double” mandates is thus prohibited for all companies: a natural person can in the future only be a member either as a natural person, or as a permanent representative of one single legal person. He/she cannot sit on the board in more than one capacity.

If your company’s administrative body happens to be in that situation, it’s preferable to take action as soon as possible for example by revoking one of the two directors, or by nominating a new permanent representative as director for the legal person.

As long as your administrative body is not legally constituted, there may be important consequences, for instance if you are involved in a dispute. The court can consider that all the decisions made by the non-validly constituted administrative body are null and void, even if the other directors are not in the above situation. Moreover, a complaint introduced by the company may be considered inadmissible if the administrative body is not validly constituted.

For all those reasons, we recommend that you comply as soon as possible with this mandatory BCCA provision that is in force since 1st January 2020.

In support of your usual FIDUCIAL Accountancy advisor and file manager, our legal advisors from Fiducial Tax & Legal Consulting can assist you with all these formalities. They are available to give you all necessary information also on all the other mandatory BCCA-provisions, in order to prepare your business for the future.

Please do not hesitate to ask for a non-binding offer.

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