Companies Code: practical guides and steps

The Companies Code, in full the Code of Companies and Associations, governs almost every company, non-profit and foundation in Belgium. It came into force on 1 May 2019 and deeply simplified company law. These guides turn its rules into concrete decisions for your project.

What the Companies Code changed

First, the reform cut the number of company forms. Four basic forms remain: the simple partnership, the SRL, the SC and the SA. Thus the old SPRL gave way to the SRL, with no minimum capital. Likewise, the SC now suits only genuinely cooperative projects.

Existing companies have fallen under the mandatory rules of the Companies Code since 1 January 2020. They also had to align their articles by 1 January 2024 at the latest. If yours still have not, put this task at the top of your list.

The reform also made governance more flexible. For example, an SA can now operate with a single director. The articles also enjoy wide freedom to organise shares and voting rights. To pick the right structure, read our SRL vs SA comparison.

Key obligations under the Companies Code

The rules frame every stage of a company's life. When setting up an SRL, SC or SA, founders give a financial plan to the notary. After that, every change to the articles requires publication in the Belgian Official Gazette. Before any distribution, an SRL must also pass a net asset test and a liquidity test.

Our guide to the mandatory financial plan describes its content. For publication formalities, see publication in the Belgian Official Gazette. And for any change to your articles, read our guide to amending the articles.

Common pitfalls

• Keeping articles never brought into line with the Companies Code.
• Forgetting that directors answer for their management errors.
• Paying a dividend without passing both tests.
• Choosing a legal form without checking the exit rules.

Director liability deserves particular attention. The Companies Code caps that liability according to company size. However, the caps do not apply to serious fault, repeated minor fault or fraudulent intent. Our guide to director liability explains these limits.

Partners also benefit from adding to the articles. For instance, a shareholders' agreement covers exits, pre-emption rights and deadlocks. It stays confidential, while the articles become public.

Where to start?

It depends on your situation. Are you setting up a company? Start with the complete guide to starting a business. Working alone and still unsure? Our analysis of switching to a company helps you choose the right moment. Does your structure no longer fit? A change of legal form lets you switch without winding up the company. Finally, the official text of the Companies Code is available on the FPS Justice eJustice website.