Sirius Legal not only knows and understands the business of innovative, creative or technology-related companies. We also assist companies in all questions about corporate structures.
Whether you are a starting self-employed person, an SME or multinational, in Belgium or abroad, our lawyers are ready for you.
What can we do for your company?
- assist clients who want to establish their company in Belgium or abroad
- assist clients with share transfers and with the sale of (parts of) their company or trading fund
- provide advice on the tax and administrative possibilities and implications of Belgian or international corporate structures
- assist shareholders in disputes, also in the context of mediation
- assist clients with capital increases, financing projects, mergers and divisions
- draw up and negotiate shareholder agreements, amendments and management agreements
- assist foreign companies or investors in establishing a branch in Belgium
- perform due diligence in the context of acquisitions, capital increases or participations
- conduct all legal proceedings, arbitrations or alternative dispute resolution in Belgium or abroad
Sirius Legal is also a member of several international law networks. We can offer you the above services not only in Belgium, but in almost every country in the world, in cooperation with our trusted local partners.
New corporate law
From May 1, 2019, the Belgian company law will be fundamentally and radically changed. This is the largest adjustment of our company law in more than 200 years. These changes entail a series of obligations for the entrepreneur, but at the same time they also create opportunities. After all, the organization of the operations of a company becomes much more flexible than before.
The main lines of the law
- The number of types of companies you can choose from is drastically reduced
- In essence, only the bv (the former bvba), the nv (only for very large companies) and the CV (only for real cooperatives)
- The new company is the “default” form of company in the future
- The new BV can be established without minimum social capital (so no more 18,000 euros required)
- The new company can be set up by a single person
- The new company can be controlled by a single person
Obligations and risks for the entrepreneur
- At the latest on 1 January 2024 or earlier at the first change that you make to your articles of association, your existing company must be converted into a limited liability company
- Not absolutely mandatory, but perhaps a revision of your shareholder agreements and management agreements is necessary
- In the future, directors can be held liable more often and more easily for possible administrative errors. Anyone who manages a company takes a greater risk in the future and is better off providing the necessary statutory or contractual agreements and appropriate insurance.
Opportunities for the entrepreneur who does not yet have a company
- Whoever works today under his own name, with a general partnership or a gcv can easily convert to a private limited company and enjoy all the benefits of the status of a private limited company (in particular the limited liability that does not exist with the general partnership or the gcv)
- Those who have not yet started can now start faster and cheaper, even without capital and also without a second partner.
- Those who have not yet started can now model their statutes so much more than in the past that the subsequent entry of new partners (for example external financiers) is already watertight in advance.
Opportunities for the entrepreneur who already has a company
- Directors will be better protected in the future. If the articles of association so provide, they can no longer be dismissed without notice.
- Transfer of shares becomes much easier and can be arranged freely in the articles of association.
- Installing deviating profit distributions becomes much easier and can be arranged freely in the articles of association.
- Building in deviating voting rights becomes much easier and can be regulated freely in the articles of association. It becomes possible to work with different categories of shares in the bv.
On our blog page you will find an extensive series of articles about the consequences of these changes. Our team also prepares a series of training courses and trainings, both internally and at partner organizations, where we will explain what the new legislation means for you as an entrepreneur.
Our services in the context of the new corporate law
Sirius Legal can help you adapt your company to the opportunities and obligations that the new company law entails. We are happy to help you to discuss together which adjustments are necessary or useful to you in your articles of association, in your shareholder agreements or in your management agreements with directors or business managers.
Can we help you in a specific file or do you have some questions that you would like a more precise answer to? Feel free to contact our team using the form below: