Amending Articles of Association: Majorities, Notary and Costs

Why companies amend their constitution

The articles of association, often called the statutes in Belgium, set out how your company runs. They evolve with the business: a new activity, a new shareholder, a different board. Yet amending articles of association always follows a procedure laid down by the Code of Companies and Associations (CCA).

The most common reasons include:

• A new company name.
• A wider corporate object to cover a new activity.
• A move of the seat that changes the language of the text.
• The arrival of investors and the issue of new shares.
• New clauses on share transfers or governance.
• Bringing the text into line with the CCA.

Who decides when amending articles of association?

The general meeting decides, apart from a few delegations allowed by law. It meets in the presence of a notary, who records the decision in an authentic deed. The board prepares the changes and calls the shareholders.

Notice and agenda

The notice describes each proposed change. A vague agenda exposes the decision to challenge. In principle, send it at least fifteen days before the meeting, unless every shareholder attends and waives the formalities.

Quorum and majority

The thresholds depend on the legal form.

In an SRL

At a first meeting, the shareholders present or represented must hold half of the shares. Failing that, a second meeting decides whatever the number of shares represented. Amending articles of association then requires three quarters of the votes cast, abstentions excluded.

In an SA

The shareholders present or represented must hold half of the share capital. The same three-quarters rule then applies. Some operations call for an even larger majority, so check the rules for your legal form and your own statutes.

Take an example. An SRL has three shareholders with equal stakes. If one votes against, the other two only reach 67% of the votes cast, below the three-quarters threshold. Each shareholder therefore holds a veto over amending articles in this case.

The procedure step by step

The notary usually files the deed and the coordinated text directly. The changes become enforceable against third parties after publication. Our article on the Belgian Gazette explains that process.

What does amending articles of association cost?

The budget covers three items: the notary's fees and costs, a registration duty and the publication fees. The amount depends on the complexity of the deed and the number of agenda items. So ask for a detailed quote before sending the notice.

Grouping several changes in one deed often lowers the overall bill. For example, a company that changes its name and object in the same year does better to vote on everything at one meeting.

Frequent cases

Bringing the text into line with the CCA

The CCA has applied to existing companies since 1 January 2020. They had to adapt their statutes by 1 January 2024 at the latest. A company that lags behind remains subject to the mandatory CCA rules, and its directors may face liability. So use the next occasion for amending articles of association to fix the text.

The seat and the language

A simple move of the seat does not always require any change to the statutes. It all depends on the language and content of the current text. Our guide to the registered-office transfer explains the nuances.

A new investor

Issuing new shares shifts the balance of power. Read our guide to a capital increase before you negotiate. Also update the shareholders agreement so that the two texts do not contradict each other.

Mistakes to avoid

• A vague agenda about the planned changes.
• A quorum miscalculated at the first meeting.
• Forgetting the coordinated text after the deed.
• A shareholders agreement that contradicts the statutes.
• Changing bank mandates or contracts before publication.

Each mistake delays the process of amending articles or weakens the decision. A schedule shared with the notary keeps those risks down. When a director leaves or joins, read our guide on how to replace a director.