Corporate law reform

From legislature – corporate law reform

The Law on Corporate Law Reform was published in the Belgian Official Gazette on 15 April 2018 and will enter into force on 1 November 2018. As a result, there will be a number of changes to the Civil Code, the Judicial Code, the Code of Economic Law (WER), the Code of Companies and the Code of Commerce.

The main elements

Scope
  • The concepts ‘trader’ and ‘merchant’ disappear and, unless otherwise specified, are replaced in all laws by the more general name ‘company’.

Within the WER, it falls under the term ‘enterprise’:

  • Any natural person who pursues a professional activity independently;
  • Any legal person other than the State;
  • Any other organization without legal personality.

 

This also implies that associations, etc. without legal personality, can become ‘accountable companies’.

  • Book XIV (Market Practices and Consumer Protection for Professionals) is deleted in the WER because in future these will be ‘enterprises’ covered by Book VI (Market Practices and Consumer Protection).
  • The Code of Commerce disappears.
  • The Commercial Court becomes a Corporate Court.
  • The terms ‘commercial undertaking’, ‘artisan company’ and ‘non-commercial undertaking’ are deleted and henceforth referred to as a ‘Registered Undertaking’.
  • Once the law has entered into force, any undertaking that has not yet registered and which is now obliged to register must be registered within a period of six months.

Would you like to examine the entire law? Then you’ll find it here.

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