
What will change as of 1 January 2020?
The new Code of Companies and Associations
Chances are you’ve already heard it several times: on 1 January 2020, the new Code of Companies and Associations (CCA) will enter into force.
We would like to remind you of some important changes you need to take into account from 1 January onwards, given their mandatory nature:
- equity test:
- no distribution in case the equity is or becomes negative, and
- if a statutory unavailable equity account exists – no distribution in case the equity is or becomes lower than the unavailable equity account;
- liquidity test: no distribution if the company is expected not to be able to pay its debts due within a year.
Opportunities according to the new Code of Companies and Associations
The Belgian legislator has provided a transition period to align the articles of association of your company with the new Code. The deadline is set for 1 January, 2024, unless you plan to make amendments to the articles sooner and are therefore obliged to modify them.
However, planning the amendments of the articles as soon as possible is quite beneficial.
As mentioned above, a couple of mandatory rules enter into force as of 1 January 2020. It is, however, not always stated clearly in the new Code whether a stipulation is mandatory or not, hence the confusion. Do you have to apply the new Code because of its mandatory nature or because the articles of association contain different clauses?
Another, perhaps more relevant reason to amend the articles without delay: the Code gives you the opportunity to create custom articles that meet your specific needs. Flexibility and simplification are key in the new Code, so be sure to make use of it.
A handful of examples

Shareholder flexibility

Board of directors’ flexibility

Purpose | Opportunities | Implementation
Need help amending your articles of association?
Our BDO Legal advisors can assist you to align the articles of association of your company in as far as possible to the specific needs of your organisation, its management and its shareholders.
A modification of legal form belongs to the possibilities in function of the benefits of a certain legal form. Consult an overview of all legal forms here.