By a law of May 7 1999, published in the Belgian official gazette of August 6 1999, the Belgian legislator introduced a new Company Code. This comes into force on February 6 2001, and may be considered a milestone.
As it is the first co-ordination of Belgian company law since 1935, the new code encompasses not only the previously existing co-ordinated laws on commercial companies, but also includes a host of company-related provisions that were enacted since 1935, and included in various other codes or specific laws, such as the civil code, the accounting law, the bankruptcy law and takeover legislation.
The general purpose of, and justification for the new Company Code was to make the various laws and regulations governing the structure and control of companies more accessible. The main areas in which modifications were made relate to the unification of terminology, the structure of the Company Code, the clarification of previously unclear rules, the correction of unjustified differences between the legal forms of companies and the deletion of useless provisions.
Although it was not the intention that the new code would modify existing law, it has become clear that the co-ordination and redrafting has resulted in various modifications, some of which will have an important impact. Examples are the substantial broadening of directors' liability and the modification of the rules governing the convocation and powers of the general shareholders' meeting, conflicts of interest, and the nullity of certain decisions. It is clear that the new Company Code must be high on the agenda for everyone involved with Belgian companies.
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