On 30 January 2025, the new Directive 2025/25 entered into force. This Directive not only introduces innovative measures regarding digitalisation but also brings significant changes for the general partnership (“VOF / SNC”) and the limited partnership (“CommV / SComm”), both commonly used in Belgium.
The Belgian legislator has until 31 July 2027 to transpose the Directive into national law and until 1 August 2028 to implement it in practice. A limited number of provisions have an extended transposition deadline until 1 August 2029.
Below, we highlight some of the key changes.
Stricter requirements for information in the Crossroads Bank for Enterprises
All changes to documents and information recorded for private limited liability companies (“BV / SRL”), public limited liability companies (“NV / SA”), general partnerships (“vennootschap onder firma / société en nom collectif”), and limited partnerships (“commanditaire vennootschap / société en commandite”) in the Crossroads Bank for Enterprises will need to be submitted within a maximum of 15 working days. This is a significant reduction from the current 30 calendar days. Moreover, this deadline will no longer be merely an indicative term. Member States must introduce effective, proportionate, and dissuasive penalties for non-compliance.
Legality checks for VOFs and CommVs
To enhance the reliability of documents and information of “commercial partnerships” in business registers, the Belgian legislator will need to introduce prior administrative, judicial, or notarial checks – or a combination thereof – on the incorporation deeds and articles of association of VOFs and CommVs, as well as any amendments to these documents.
It remains unclear how this requirement will be implemented in Belgium. It is not unlikely that VOFs and CommVs will be subjected to a regime similar to that of BVs/SRL, CVs/SC, and NVs/SA, where notaries oversee the legality of incorporation deeds and amendments to articles of association.
EU Company Certificate and digital EU power of attorney
An EU Company Certificate will be introduced, which must be recognised across all Member States as sufficient proof of a company’s incorporation and the relevant information registered in the certificate. This information will include, among other things, the names of the persons authorised to represent the company towards third parties.
Additionally, a digital EU power of attorney will be introduced, allowing companies to authorise a representative regarding the incorporation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions.
Information on groups of companies
Companies required to prepare consolidated financial statements will now also have to disclose information about their group structure in the Crossroads Bank for Enterprises. This will include, among other things, the identification of the ultimate parent company.
A previous proposal to visually represent the group structure in company registers did not make it into the final Directive. However, the European legislator has not entirely ruled out this option. The European Commission will be tasked with assessing whether the current disclosure requirements on group structures are sufficient or need further expansion.
It remains to be seen how the Belgian legislator will implement these changes by 31 July 2027. Experience with the previous EU digitalisation directive (2019/1151) suggests that Belgium has a tendency to interpret EU digitalisation measures more broadly than the European legislator initially required.
