Company Lawyers in Belgium

The Belgian Company Law

The Company law in Belgium is the legal study of commercial companies. These are companies formed by a legal act by which one or more persons make a contribution, to exercise one or more specified activities and in order to provide their partners with a direct or indirect financial (patrimonial) benefit.

The Company law in Belgium contains all the provisions necessary for the creation, operation and possible liquidation of the company. Also, this law deals with the relationships between the various stakeholders of the company, shareholders, officers and directors and also the relationships of the company with third parties. Our company lawyers in Belgium can assist you.

Special provisions for Belgian companies

The Company law in Belgium provides that simple partnerships (société simple/maatschap), temporary partnerships and internal companies do not have legal personality.

The partnership (abbreviated SNC), the limited partnership (abbreviated SCS), the private limited liability company (abbreviated SPRL), the co-operative society (abbreviated SCRL), the unlimited liability company (abbreviated SCRI), the limited company (abbreviated SA), the company limited by shares (abbreviated SCA), the group of economic interest (abbreviated GIE) were the forms recognized by the former Companies Code as companies having legal personality; since the Code of Companies and Associations of 23 March 2019 (fully applicable from 1 January 2020), the forms are the private limited company (SRL/BV), the public limited company (SA/NV), the cooperative company (SC/CV) and the partnerships (SNC/VOF, SComm/CommV), while the SPRL, SCRL, SCRI, SCA and GIE were abolished. In Belgium the agricultural society (S. Agr.) was also recognized under the former code, but this form was abolished by the 2019 Code.

Companies in Belgium are governed by agreements between the parties, by the civil law and, if they have a commercial nature, by the particularities of trade laws. The former distinction between civil and commercial companies was abolished (enterprise law reform of 2018 and the 2019 Code); the following describes the former rules. This ruling also applies even if the statutory provisions provide that the company has not been made in order to provide the associated direct or indirect financial benefit.

Under the former rules, civil companies of commercial form are companies with civil purpose and, without losing their civilian nature, have adopted the form of a commercial company to benefit from the legal personality. They do not have the status of trader.

The Company Law in Belgium provides that every company must have a lawful object and must be incurred for the common interest of the parties. Each partner must contribute either with monies, assets , kinds or intellectual property. Our company lawyers in Belgium can help you.

Other legal aspects for Belgian companies

If there is no agreement on the duration of the company, the company is established for an unlimited duration (unless there incurs other further provisions that modifies this statute), or, when the company is incorporated with a limited duration, for the time provided in this sense.

Moreover, the Company Law in Belgium provides that a company ends either by the end of the period for which it was established, either by the extinction of the company’s purpose, either by the natural death of one of the partners, either in case of insolvency or at the request of one or more shareholders (in the conditions provided by the company act).

In the Belgian Company Act there are certain provisions regarding the residence of the management board of the company. In this sense, managers, directors, auditors and liquidators residing out of the country are expected, for the entire period in which they are involved in the company’s decisions, to be deemed to have elected domicile at the company’s registered office in Belgium. This measure is taken in order to assure their assignments and notifications regarding the affairs of the company and their responsibility for management and control.

Companies incorporated in a foreign country are free to open a branch in Belgium by following the law’s provisions in this sense.

Our company lawyers in Belgium can provide you further information on the topic of company law and they can offer their services for incorporating any type of company in Belgium and further legal services.