With the approval of the new company law there will be a number changes from May 1, 2019. What does this mean in practice for you and your company? We summarize the most important points.
- Firstly, the number of forms of companies will be limited to four, namely BV, nv, CV and the partnership. However, there is a transitional period until 1 January 2020 to adjust your form of company. For adjusting the Articles of Association you even have time until 1 January 2024.
- Secondly, BVBA is replaced by the BV or the private company. This BV is also the new primary form of company instead of the nv. As a result, it is no longer necessary to keep a minimum capital, according to the new regulation this must be available in adequate equity.
- Thirdly, if you wish to extract capital from the BV’s capital through a dividend payment, you will be forced to apply to the so-called double benefit test. More specifically, you should be able to demonstrate that the net assets will not be negative after the dividend payment and that you have sufficient resources after the dividend payment to satisfy your debts on the short term.
- Fourthly, the BV can now also distribute shares with multiple voting rights, if approved by at least 75% of the total votes and if it the shares are at least 2 years registered. It will also be easier to transfer these shares. Before you needed approval of all partners.
- Fifthly, the CV is now exclusively for companies which are really cooperative and therefore it is no longer suitable for groups of professions. The most obvious choice for such CV’s is a conversion to a BV. Agaian, there is a regularization period.
- Sixthly, it is now sufficient to have one manager for both nv and the Belgian private law Foundation. In addition, the manager can be statutory appointed and therefore harder removable.
Also for non-profits there will be a change, these will now be allowed to have unlimited profits. However, this profit (obviously) will not to be distributed.
Finally, there is an adjustment on the managers liability. For all casual light errors is the managers liability is limited according to the size of the enterprise, this may vary between €125,000 and €12 million.
Sources: De Tijd (2019); Nieuw wetboek vennootschappen en verenigingen voor cijferberoepen, (2019)