Belgium announces company law reforms

The Belgian government has recently launched extensive reforms of its corporate law, aiming mainly to simplify and modernise it and so make Belgium a more attractive destination for foreign direct investment.

The key highlights of the proposed reforms are as follows:

  • The 15 different types of legal entities will be reduced to four: simple partnerships without legal personality, private limited liability companies, limited liability cooperative companies and public companies limited by shares.
  • The regime for private limited liability companies will become more flexible and shareholders can opt for free transferability of shares and a one tier board structure. Minimum capital requirements will be abolished and multiple voting shares allowed under statutory provisions.

  • A public company limited by shares will be allowed to have just one shareholder (the minimum is currently two shareholders) and may also have multiple voting shares under its statutory provisions. The concept of “listed companies” will be limited to companies with shares or related certificates that are publicly traded (it will no longer include companies that have other financial instruments publicly listed).

  • A company formed under foreign laws, with its main office outside Belgium, can establish itself in Belgium going forward.

 

Citco GSGS Update | June 2017

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