The Act of 28 April 2020 (the "Act") amends the CCA in order to align it to the requirements of the Shareholder Rights Directive (see the newsletter of 20 April 2020). The Act was published in the Moniteur belge/Belgisch Staatsblad on 6 May 2020.
The Act also introduces a large number of amendments to the CCA based on comments made by legal scholars and practitioners. It is therefore important to consult the amended CCA as soon as it becomes available on the website of the Ministry of Justice and in the meantime to keep a copy of the Act at hand in order to be able to determine what has changed.
Most changes are technical in nature or intended to correct errors. In total, 175 articles of the CCA have been amended.
Some of the amendments relate to material provisions of the CCA.
1. The identity of the sole shareholder of a BV/SRL or an NV/SA must be submitted to the business court so that this information is publicly available in the company's file.
2. If the company has adopted internal rules, the latest version of which must be mentioned in the articles of association and sent to the company's shareholders or members, posting of the rules on the company's website will be deemed to constitute disclosure.
3. The court can decide to wind up a foundation if the annual accounts for a given financial year are not made public in time. The CCA previously provided that involuntary winding up of a foundation was only possible if the annual accounts for three consecutive financial years were not made public. This amendment brings the rules applicable to foundations in line with those applicable to companies and associations.
4. The CCA provided that a BV/SRL could issue only registered bonds. This restriction has been deleted. It will now be possible for a BV/SRL to issue dematerialized bonds and, under certain limited conditions, bearer bonds.
5. The requirement that an international non-profit association have an authorisation in its articles in order to establish a daily management body has been abolished.
6. Only actual cooperatives will have their capital converted into a reserve. Other types of cooperatives will be entitled to maintain their capital and must be converted by 1 January 2024 into an NV/SA or a BV/SRL without capital (see the newsflash on Conversion of Capital into a Reserve by Operation of Law).
