Four exceptions
Address in the articles of association
In articles of association adapted to the CAC, it is sufficient to mention the region in which the registered offices are located. You can, however, opt to include the address of the registered offices in the articles of association. In such cases the governing authority is still competent to decide on the transfer, but an amendment of the articles of association is required. Or you can include stricter rules in your articles of association concerning the transfer of registered offices. In that case, you will have to follow the prescribed procedure.
Relocation to another region
If the seat is moved to another region, the governing authority will be authorised to make the decision, but an amendment of the articles of association is also required.
Change in the language of the articles of association
If the transfer of the registered offices implies that the language of the articles of association must be changed because other language legislation applies, the governing authority will not have the appropriate authority. In such cases the general assembly has to decide on the transfer and the articles of association must be amended.
Transitional law old articles of association
Companies and associations whose articles of association have not yet been amended in line with the new CAC will be subject to transitional law. The indication of the address of the registered offices in the old articles of association is considered equivalent to a record outside the articles of association by law. Thus, the registered offices can be transferred by the governing authority and the articles of association need not be amended. The same rule applies to companies and associations that did amend their articles of association before 1 January 2020 and whose registered offices are mentioned in the articles of association. In such cases the governing authority can also decide on a transfer without amending the articles of association.
Do you have further questions? Our experts Tanja De Naeyer and Bert Lutin will be happy to answer them and provide legal advice. Please do not hesitate to get in touch with them.
All companies, associations and foundations have been subject to the CAC since 1 January 2020.
The CAC is being introduced in stages. The last significant date is 1 January 2024.
