New Belgian Notification Duties For Significant Participations In Non Listed Public Limited Liability Companies

By Act of 18 January 2010 a new Article 515 bis was introduced in the Belgian Companies Code (the “BCC”) which imposes a notification duty on shareholders of non listed public limited liability companies (“NV” / “SA”) whose shareholding exceeds a threshold of 25% of the voting rights in that company.

The notification duty applies to persons and entities that acquire shares with voting rights of a non-listed NV/SA that has issued bearer or dematerialized shares. These shareholders are required to inform the company as soon as their shareholding represents at least 25% of the voting rights of that company.

In case of non compliance, three civil sanctions have been provided for: (i) the voting rights exceeding the 25% threshold are suspended, (ii) the board of directors being informed thereof can adjourn a planned shareholders’ meeting with three weeks and (iii) the president of the Commercial Court can impose specific measures. Furthermore, criminal proceedings can be taken against shareholders exercising their suspended voting rights.

The notification duty also applies when the shareholding has fallen below this 25% threshold.

These new notification duties entered into effect on 5 February 2010. Shareholders who at that time already exceeded the 25% threshold benefit a 6 months period of transition. This means that they have to comply with these new rules at the latest by 5 August 2010.