The deadline for amending articles of incorporation in accordance with the Companies and Associations Code is approaching!

For corporations, associations, and foundations established before May 1, 2019, the deadline for bringing their articles of incorporation into compliance with the provisions of the Companies and Associations Code (hereinafter “WVV”) is December 31, 2023. With the introduction of the WVV, the legislature aims to simplify and make corporate law more flexible. The requirement to amend your articles of incorporation therefore offers you the opportunity to take advantage of the various options the WVV provides for revising certain provisions of your articles of incorporation. Since amendments to the articles of incorporation—with the exception of CommVs, general partnerships (vof), and non-profit associations (vzw)—must be notarized, it is best not to delay this any longer. This is because it promises to be a busy period for notaries, as the articles of association of many more companies still need to be amended. As a result, the deadline for your company may be jeopardized.

The consequences of failing to amend the articles of incorporation in a timely manner vary depending on the type of company.

If you fail to amend the articles of incorporation of, for example, the (former) bvba, nv, vzw, etc., the members of the governing body are personally and jointly and severally liable for any damages suffered by the legal entity or third parties as a result.

If you fail to amend the articles of incorporation of a company whose legal form has been dissolved, it will automatically be converted into the legal form that most closely resembles the previous one. Although this automatic conversion may seem convenient at first glance, it can lead to problematic situations in some cases. For companies that were automatically converted on January 1, 2024, the governing body must then convene an extraordinary general meeting within six months of that date to bring the articles of incorporation into compliance with the Companies Code. The final deadline for the governing bodies of these companies is therefore June 30, 2024. Here, too, the members of the governing body are personally and jointly and severally liable for any damages suffered by the legal entity or by third parties as a result of failure to comply with the obligation to amend the articles of incorporation to comply with the WVV.

In addition to the potential liability of the governing body, failure to amend the articles of incorporation in a timely manner may have other consequences. Most grant conditions require that the beneficiary legal entity comply with all applicable Belgian laws at all times. Failure to amend the articles of incorporation in a timely manner may therefore affect the award of a grant. The Income Tax Code also requires that, in order to benefit from certain preferential tax regimes, you must comply with the provisions of the Companies Code. Here, too, failure to amend the articles of incorporation in a timely manner may result in adverse consequences.

There are many reasons to amend your company’s articles of incorporation in a timely manner. First and foremost, you can take advantage of the flexible rules provided by the WVV. In addition, you’ll also limit your liability risks. Finally, you won’t run the risk of missing out on certain benefits. If you have any questions or would like guidance, please don’t hesitate to contact our specialists.