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THE COMPANIES & ASSOCIATIONS CODE
Embrace changes, choose your timing!
KLF PNG 2

WELCOME!

As you probably already know, on May 1, 2019,

Belgian company law has undergone deep modifications.

All existing companies will be required to adapt

their articles of association to the new

Companies & Associations Code.

To help you determine why and when to proceed with this adjustment,

KOAN LAW FIRM has designed a QUIZ

gathering key questions to ask yourself in order to make the best choice!

 
 

Please tick the box to confirm your understanding and acceptance with the below information:

  • The information presented in this questionnaire does not constitute a legal opinion from Koan Law Firm.
  • The content of this questionnaire is and shall remain the exclusive property of Koan Law Firm, and can under no circumstances be copied or used outside this questionnaire without the prior authorization of Koan Law Firm.
  • The information provided by you in this questionnaire can be used by Koan Law Firm in accordance with our Privacy Policy, which you can consult here.
 
Your company is a...
Public limited liability company (in French: société anonyme / in Dutch: naamloze vennootschap)
Private limited liability company (in French: Société privée à responsabilité limitée (SPRL) / in Dutch : Besloten vennootschap met beperkte aansprakelijkheid (BVBA))
Limited liability cooperative company (in French: Société cooperative à responsabilité limitée (SCRL) / in Dutch: Coöperatieve vennootschap met beperkte aansprakelijkheid (CVBA))
Other
Does your company plan to pursue its activities after December 31, 2023 ?
Yes
No
Is the capital of your company higher than its actual financial needs ?
 
Yes
No
Would you like to reduce the capital of the company?
Yes
No
Would you like to reduce the capital below the current minimum capital (i.e. 18,550 euros)?
Yes
No

Is one of the managers of your company a legal entity represented by a legal representative, AND is that legal representative also a manager of your company?

Example: ManaCo is a manager of the Private LLC Company. Tom represents the company ManaCo for the exercise of its mandate of manager within the Private LLC Company. Tom is also a manager, in his own name, of the Private LLC Company.
Yes
No

Are two of the managers of your company legal entities AND are they represented by the same legal representative ?

Example: ManaCo and ExeCo are each managers of the Private LLC Company. Tom is both the legal representative of ManaCo and the legal representative of ExeCo.
Yes
No

Do the articles of association or any agreement (e.g. A management agreement or shareholders agreement) provide a limitation to the liability of managers, expressed in numbers (€)?

 

Yes
No
Please indicate the amount of this liability cap:
Was your company incorporated after January 1, 2018?
Yes
No
Does your company consider to acquire, before January 1, 2020, any good/property belonging to one of the company’s founders, shareholders or managers, for a value higher than 10% of the share capital ?
Yes
No

Would you like to ease the transfer of shares by deleting/adapting the approval procedure currently applicable for shares transfers?

Explanation : The companies & associations Code, through a modification of the articles of association, allows to determine freely the procedure for the transfer of shares to third parties.
Yes
No

Would you find it useful for the company to be able to issue convertible bonds or warrants?

Explanation : A warrant gives the right to its owner to obtain, during a determined period, a predefined number of shares of the company against a predefined price.

A convertible bond allows a person who lent money to the company to convert its loan into shares instead of demanding the repayment of the loan in money.
Yes
No

Would you find it useful for the management body to be able to decide alone of the issuance of new shares, up to an amount predefined by the general assembly?

Explanation : The companies & associations Code allows to grant the management body with the power to issue new shares (up to a predefined amount), and to postpone the associated modification of the articles of association until the end of the financial period.
Yes
No

Would you like shareholders to be able to resign from the company?

Explanation : From now on, the articles of associations of an LLC may allow shareholders, under certain conditions, to « take the exit » by having their shares acquired by the company.
Yes
No

Would you find it useful for the company to be able to exclude a shareholder from the company for good reasons (to be determined in the articles of association)?

Explanation : From now on, the articles of association of an LLC may allow the company, under certain conditions, to exclude a shareholder for good reasons, by acquiring his/her shares.
Yes
No

Would you like shareholders representing 1/10 of the share capital to be able to require the convening of a general assembly?

Explanation : This threshold is currently fixed to 1/5.  
Yes
No

Would you find it convenient that the general assembly may revoke a manager's mandate (even statutory) for good reasons?

Explanation: Under the companies Code, only a serious misconduct enables the general assembly to revoke the mandate of a statutory manager. The companies & associations Code allows the general assembly to revoke his mandate, in all cases, for good reasons.
Yes
No
Would you find it useful for the management body (including a sole manager) to be able to delegate the daily management to a natural person or legal entity?
Yes
No

Would you find it useful for the company to be able to create different classes of shares, each having:

  • Different rights to dividends?
  • Different voting rights (possibility to create shares without voting rights)?
  • Different rights to the winding-up bonus?
Yes
No
Does your company plan to pursue its activities after December 31, 2023?
Yes
No

Is one of the directors of your company a legal entity represented by a legal representative, AND is that legal representative also a director of your company?

Example: ManaCo is a director of the Private LLC Company. Tom represents the company ManaCo for the exercise of its mandate of director within the Private LLC Company. Tom is also a director, in his own name, of the Private LLC Company.
Yes
No

Are two of the directors of your company legal entities AND are they represented by the same legal representative ?

Example: ManaCo and ExeCo are each directors of the Private LLC Company. Tom is both the legal representative of ManaCo and the legal representative of ExeCo.
Yes
No
Do the articles of association or any agreement (e.g. A management agreement or shareholders agreement) provide a limitation of the responsibility of directors, expressed in numbers?
Yes
No
Please indicate the amount of this liability cap:

Would you find it useful to be able to moderate the principle of the revocability of directors at any time and without reason?

Explanation : From now on, the articles of associations of limited liability companies and public limited companies can derogate to the principle of the revocability of directors at any time and without reason. In all cases, directors will however be subject to dismissal for good reasons.
Yes
No

Would you find it useful for the company to be able to create different classes of shares with different voting rights and/or shares without voting rights?

Yes
No

Would you find it useful for shareholders to no longer be held to the minimum payment of contributions provided by the companies Code?

Explanation : The companies Code contains requirements of minimum payment of contributions, to which the CAC allows to derogate. 
Yes
No
Would you find it useful that contributions of services (sweat equity) (e.g. The promise to contribute work or services to the company) may be remunerated by the attribution of shares?
 
Yes
No
Would you find it useful for the company to no longer be held to the minimum capital (i.e. 61,500 €), and to adapt instead its capital to its actual needs?
Yes
No

Would you find it useful to provide that the company may exclude a shareholder for good reasons (to be determined in the articles of association)?

Explanation: From now on, the articles of associations of limited liability companies may provide that the company may exclude a shareholder, under certain conditions, for good reasons, by acquiring his/her shares.
Yes
No

Would you find it useful for a shareholder to be able to resign from the company?

Explanation: From now on, the articles of associations of limited liability companies may provide that a shareholder may resign from the company, under certain conditions, by having his/her shares acquired by the company.
Yes
No
Does your company plan to pursue its activities after December 31, 2023 ?
Yes
No

Does your company have as principal object to enhance the cooperation amongst its shareholders in order to better meet their needs and/or develop their economic and/or social activities or those of interested third parties?

Counter-example : A company which solely exists to facilitate the entry and exit of shareholders and/or the sharing of costs and benefits amongst its shareholders, does not satisfy to the definition of the cooperative company anymore.  
Yes
No
Would you find it useful to no longer be held to the legal minimum capital, and to adapt instead the capital of your company to its actual needs?
Yes
No
Would you find it useful that contributions of services (sweat equity) (e.g. The promise to contribute work or services to the company) may be remunerated by the attribution of shares?
Yes
No

The private limited liability companies, public limited liability companies and cooperative companies are the most frequently used forms of companies in Belgium. Therefore, our quiz was designed to address the most common questions related to these companies.

Your company has however adopted another legal form and you still have questions on the impact of the Companies and Associations Code on your company?

Then we offer you personalized support to examine with you the extent to which you could benefit, by adapting your articles of association, from the opportunities offered by this new legislation.

If you want to know more and get an offer, please contact us at: newcode@koan.law.

We look forward to reading you.

The Corporate team

Please indicate the name of your company and its identification number to the Crossroads Bank for Enterprises (CBE)
Please indicate your name
Please indicate your email:
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