Introduction of the new legislation
The law introducing the Companies' Code enters into force on 1 May 2019 and repeals the following laws:
- the (current) Companies' Code;
- the Law of 27 June 1921 on non-profit associations, foundations and European political parties and foundations;
- the Law of 31 March 1898 on professional associations;
- the Law of 12 July 1989 on the establishment of European economic interest groupings.
Application of the new CAC to newly created legal entities
From 1 May 2019, new legal entities can therefore only be set up in accordance with the provisions of the new Companies and Associations Code (hereinafter 'CAC'). The provisions of the CAC will apply in full to these legal entities set up from 1 May 2019 on.
Application of the new CAC to existing legal entities
For existing legal entities, the new CAC is only applicable from 1 January 2020. From that point on, the provisions of the articles of association that are in breach of the mandatory provisions of the CAC will be assumed to be unwritten. The supplementary provisions of the CAC will only be applied insofar as they are not ruled out by the provisions of the articles of association. However, existing legal entities can voluntarily apply the provisions of the CAC as from 1 May 2019, by amending their articles of association, bringing them into line with the CAC.
After 1 January 2020, existing legal entities will be obliged to bring their articles of association into line with the CAC the next time they amend their articles of association. If this amendment of the articles of association results from the application of the authorised capital, the exercise of subscription rights or the conversion of convertible bonds, there is an exception to this deadline.
No later than 1 January 2024, the articles of association of existing legal entities must be brought into line with the new CAC. When bringing the articles of association of existing legal entities into line, it should be taken into account that only four basic types of company remain:
- the private company (Ltd.);
- the limited liability company (PLC);
- the cooperative company (CV);
- the partnership (variant without legal personality), the general partnership (VOF) or limited partnership (comm.v) (variants with legal personality).
In addition to these company forms, non-profit organisations and foundations will also continue to exist as legal forms.
Existing companies that have a different legal form and that have not amended their articles of association in time will be automatically converted as follows on 1 January 2024:
- Limited Partnership (comm.va) -> PLC
- Agricultural partnership without silent partners (LV) -> General partnership (VOF)
- Agricultural partnership with silent partners (LV) -> Limited partnerhsip (comm.v)
- Economic partnership (ESV) -> General partnership (VOF)
- Cooperative company with unlimited liability (CVOA) -> General partnership (VOF)
- Cooperative partnership with private liability (CVBA) which does not meet the criteria of Article 6:1 of the CAC -> Ltd.
- Joint Venture (tv) and silent partnership (sv) -> Partnership (maatschap)
- Professional associations and federations of professional associations -> Non-profit organisation (vzw)
