With the law of 4 May 2023, which entered into force on 1 August 2023 (the “Law”), the Belgian legislator provided a legal framework for the creation of a central register of director bans (“Centraal Register van Bestuursverboden” / “Registre central des interdictions de gérer”). The Law transposes the European Directive 2019/1151 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law, which includes, amongst others, obligations regarding the exchange of information concerning director bans between member states.
The Central Register of Director Bans, ‘JustBan’, was launched in October 2023 and can be consulted via Just-on-web. The register aims to be a central database that can be consulted easily by public authorities and third parties, to verify whether a (natural or legal) person is prohibited from holding a position as director, (“bestuurder” / “administrateur”), manager (“zaakvoerder” / “gérant”), auditor, daily manager, member of an executive committee, management board or supervisory board, liquidator or representative of a branch office.
I. Criminal and civil director bans
Ultimately, both criminal and civil director bans shall be published in the Central Register of Director Bans. However, in the first phase, only active criminal director bans are published. Criminal director bans are imposed by a criminal court as an additional sanction next to imprisonment and/or a criminal fine, following criminal proceedings such as for fraud or forgery.
In the second phase, scheduled to be implemented in 2024 (however, so far not implemented yet), civil director bans will also be published. Civil director bans can be imposed by an enterprise court, for example, when a director has made certain mistakes that have led to bankruptcy.
II. Registered information
When a director ban is included in the Central Register of Director Bans, the following information is to be registered:
- first name, name, date and place of birth, and national identification number or BIS number of the person on whom a ban has been imposed, or, in case of a legal person, name, legal form, and enterprise number,
- the court that imposed the ban and the date of the judgment,
- the start and end date of the ban,
- as the case may be, the name and enterprise number of the legal person for which the person was acting and
- the grounds on which the ban has been imposed.
The information will be kept until the death of the natural person, or, for five years following liquidation in the case of a legal person.
III. Accessibility and consultation
To access JustBan, third parties are, in practice, required to identify themselves through eID or Itsme.
The search function only allows a specific search, meaning that, for a natural person, the first name, name, and date of birth have to be filled in, and, in the case of a legal person, the enterprise number.
Not all registered information can be consulted by third parties. Third parties can only consult the name and first name of the person on whom a ban has been imposed, or, in the case of a legal person, name, legal form, and enterprise number, as well as the start and end date of the ban. The information will remain available for consultation as long as the term of the ban has not expired.
Under certain restrictions, some public authorities can consult more information.
IV. Appointment to hold a management position
The rules also bring some practical implications when appointing a person to hold one of the management positions in scope, more specifically, when filing the relevant documents at the competent clerk’s office.
When filing the corporate resolutions and administrative forms related to the appointment, the clerk’s office is required to consult the Central Register of Director Bans, before accepting the filing. In case a director ban has been imposed, the clerk’s office shall refuse the filing.
In addition, the Law requires the filing of a declaration confirming that no similar director ban as the director bans in scope has been imposed by a court in one of the member states of the European Economic Area.
V. Conclusion
Once fully implemented, JustBan should allow public authorities and third parties to verify whether a director ban has been imposed, and as the case may be, monitor compliance.
We are committed to helping our clients navigate these changes and additional corporate housekeeping and compliance formalities.
Julie Braeckman
Tom Swinnen
