On 27 April 2023, the House of Representatives approved the act concerning cross-border mergers, demergers and conversions (Doc. No. 55/3219).
The act implements EU Directive 2019/2121 of 27 November 2019, known as the Mobility Directive, and modifies the rules for cross-border mergers, demergers and conversions of companies in Books 12 and 14 of the Belgian Code of Companies and Associations (see https://www.eubelius.com/en/news/cross-border-mergers-demergers-and-conversions-belgium-misses-implementation-deadline-of-the). The personal and territorial scope of the act is, however, broader than in the directive.
In addition, the act also creates new possibilities for national mergers, demergers and conversions (such as the simplified “merger between ‘sister’ companies”, the “disproportional” partial demerger, and the lowering of the majority requirement in the shareholders’ meeting deciding on the conversion from 4/5 to 3/4).
Once the King has signed it, the act can be published in the Belgian Official Gazette. The act will then enter into force on the tenth day after its publication, except for some provisions which require further technical implementation. The act provides a transitional regime for (both cross-border and national) mergers, demergers and conversions for which the proposal has been filed at the clerk’s office of the competent enterprise court at the latest on the date of entry into force of the new act: these pending transactions continue to be governed by the old regime.
Please do not hesitate to contact us should you have any questions on this topic.
Felix Dobbelaere
Carl Clottens
