Sirius Legal understands the endeavours of innovative, creative or technology-driven companies. We assist companies in all questions on 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 opportunities 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 audits in the context of acquisitions, capital increases or participations
- conduct all legal proceedings, arbitrations or alternative dispute resolution in Belgium and 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 company law
On May 1, 2019, the Belgian Companies and Associations Code entered into force, fundamentally and radically changing the corporate landscape. This is the largest modification of our company law in more than 200 years. These changes entail a series of obligations for the entrepreneur, but at the same time creating plenty of opportunities and providing more flexibility than ever before.
The broad outlines of the new 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) remain (apart from the “maatschap”, “VOF” and “CommV”)
- The new bv is the “default” form of company for the future
- The new bv can be established without a minimum capital
- The new bv can be set up by a single person
- The new bv can be controlled by a single person
Obligations and risks for existing companies and directors
- By January 1 2024, at the very latest, your bylaws should amended
- You might as well have a look at your shareholder agreements and management agreements for a general update in light of the new legislation
- Directors may be held liable more often and more easily for possible administrative errors. Having decent statutory or contractual agreements in place and appropriate insurance is advised.
Opportunities for enterpreneurs without corporations
- Enterpreneurs operating in their own name, in partnership or with a gcv can easily convert to a bv structure and enjoy all the benefits of the status of a private limited company, in particular the limited liability
- Startups may launch their activities cheaper and faster, without the need for capital or a second partner
- Startups can tailor their bylaws to their need with great liberty
Opportunities for the entrepreneur already operating with a corporation
- Directors enjoy better protection. Bylaws may provide a system of prior notice in case of dismissal.
- Share deals have become much easier and can be freely regulated in the bylaws.
- Dividend distribution may be freely arranged in the bylaws
- Diverging voting rights may be regulated in the bylaws of a bv and different categories of shares may be installed
On our blog page you will find an extensive series of articles about the consequences of these changes. Our team also prepares a number of trainings, both internally and within professional organisations.
Our services in the context of the new Companies and Associations Code
Sirius Legal can help you adapt your business to the opportunities and obligations delivered by the new Code. We are happy to discuss which adjustments are necessary or useful to you, and help you getting your bylaws, shareholders’ agreements or management agreements in line with these changes.
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: