Last weeks to amend your articles of association to the Belgian Code on Companies and Associations

The new Belgian Code on Companies and Associations (BCCA) is in force since 1 May 2019. Existing companies and associations must adapt their articles of association to the BCCA before 1 January 2024. If your articles of association are not yet adapted to the BCCA, you only have a few weeks left to meet this deadline.

Why is it important to amend your articles of association before the beginning of next year?

There are several reasons why it is important to amend your articles of association before the beginning of next year:

• Your company’s legal form will automatically be converted into the legal form prescribed by the BCCA if you do not take any action before the deadline and this may not be the most suitable legal form for your company;
• You can take advantage of the flexibility that the BCCA offers in terms of, among other things, governance models (monistic or dual, sole director, etc.), digitization (for example, the possibility of digital and written decision-making), and voting rights (the possibility of granting multiple voting rights);
• The validity of certain decisions of the board of directors may be affected if you do not amend your articles of association (for example, due to the changes in the conflict of interest procedure);
• Directors are jointly and severally liable for any damages that the company or third parties suffer as a result of the non-amendment of the articles of association before the deadline.

Assistance with the amendment of your articles of association

Willkie Farr & Gallagher LLP can assist you in amending your articles of association to the BCCA and in the optimization of your articles of association. If you are contemplating a corporate transaction in the near future that requires the amendment of your articles of association (for example, a capital increase or a merger), this can be done at the same time as the amendment of your articles of association to the BCCA.

Do not hesitate to contact us if you would wish our assistance with this or if you have additional questions about the BCCA.