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New rules in the event of a transfer of registered offices

Monday 26/04/2021
Senior businesswoman listening to her colleague during a staff meeting

The Companies and Associations Code, or CAC, has been applicable to all companies and associations since 1 January 2020. Previously established "older" companies and associations that did not opt-in are consequently also affected by the application of the new CAC, which includes, amongst other things, a simplification of the procedure concerning a transfer of registered offices.

No longer necessary to amend the articles of association

From now on, the basic rule is that a decision by the governing authority without amendment of the articles of association is sufficient to move the company’s seat, its former registered offices, within Belgium. However, exceptions prove the rule, which means that in four situations, other rules apply.

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. 

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Tanja De Naeyer

Tanja De Naeyer

Senior Manager Tax & Legal Services

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Bert Lutin

Bert Lutin

Partner Tax & Legal Services

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