The federal coalition agreement of 9 October 2014 envisages an inquiry into the modernisation and simplification of corporate law, with the aim of making Belgium more attractive for local and foreign companies.
The text of the coalition agreement
According to the federal coalition agreement of 9 October 2014, Belgium must be made more attractive for local and foreign companies. In this context, corporate law is considered to play an important supporting role. The Michel Government has announced that it will examine whether, and in what ways, corporate law can be simplified. The Minister of Justice will carry out this assignment, and hence it was reiterated by the Minister of Justice in his policy declaration of 17 November 2014 (Parl. Doc. House of Representatives, 54, no. 0020/018, no. 5.2).
Background
In the late 1990s, the far-reaching coordination of Belgian corporate law led to the introduction of the Companies Code. Since then, the Code has been amended by more than 50 different legislative acts. Today, more than a decade later, the time has come for a thorough evaluation.
A group of corporate law professors, from practically all Belgian law faculties, have come together and formed the Belgian Centre for Corporate Law. On 28 March 2014, the Centre presented a number of proposals for a structural reform of corporate law (http://uitgeverijlarcier.larciergroup.com/titres/131342_2/de-modernisering-van-het-vennootschapsrecht-la-modernisation-du-droit-des-societes.html#40914).
The main proposals concern (i) limitation of the number of existing forms of company, whereby, inter alia, the general partnership would become the only form without legal personality (it can, however, be of a "silent" or temporary nature), and the partnership limited by shares and the Economic Interest Grouping (EIG) would be abolished; (ii) increased flexibility in the rules governing the private limited liability company, with, inter alia, abolition of the rules on capital and capital protection, a relaxation of the rules on voting rights and transfer of shares, and the introduction of an optional corporate body competent for the day-to-day management; (iii) simplification of the partially overlapping rules applicable to public and listed companies; and (iv) the structural integration of association law into a single Companies and Associations Code.
With this initiative, the professors involved hoped to launch a debate on the future of Belgian corporate law, which would eventually take the form of a new Companies and Associations Code. The aim is to make Belgium an attractive place to establish new companies, taking into consideration the importance of the preconditions (including the legal framework) in this regard.
This academic initiative seems to have found resonance on the political level, since it has been included in the coalition agreement.
The future
A specific timescale has not yet been established. It is expected that the Minister of Justice will first determine whether enough support can be gained among the various stakeholders (particularly in legal practice, politics and industry) for the academic proposals to modernise Belgian corporate law. If the outcome of this consultation is positive, it is expected that this will ultimately lead to a thorough revision of the Companies Code.