Code of Companies and Associations

The Centre’s role

On 28 March 2014, the Centre’s founding members presented the outline of what a modernisation of Belgian company law should entail at a colloquium at the National Bank of Belgium, where the Centre presented its book on the modernisation of company law.

This colloquium was followed by an extensive consultation with interest groups and other academics, resulting in a policy memorandum, which was submitted to the Minister of Justice in July 2015 and discussed in the commercial and economic law commission of the Chamber of Representatives in October 2015.

Subsequently, an expert working group was established. The group consisted of four (then) directors of the Centre, namely, in alphabetical order, Mr Hans DE WULF, Mr Paul Alain FORIERS, Mr Jean-Marie NELISSEN GRADE and Ms Marieke WYCKAERT. They were able to rely on the support of Mr Xavier DIEUX and Mr Guy HORSMANS and on the cooperation of many other members of the Centre, as detailed on page 7 of the explanatory memorandum.

The Centre subsequently further facilitated the first research on the Code of Companies and Associations, both in the run-up to its approval in the Chamber of Representatives and in the first months and years after its entry into force. An overview of the Centre’s initiatives can be found below.

Colloquium on the modernisation of company law

On 28 March 2014, the Centre initiated a colloquium on the modernisation of company law. During this colloquium, the Centre presented its bilingual book on the modernisation of company law.

Seminar on the draft Code of Companies and Associations

On 8 November 2017, a new seminar was held on the first draft texts of Books 1 to 14 of the Code of Companies and Associations, which had been approved by the government in the summer of that year. The speakers’ PowerPoint presentations are available here. Their papers were gathered in a book, published by Larcier.

Inter-university seminars

In the autumn of 2018, seven Belgian universities organised six inter-university seminars on the (draft) Code of Companies and Associations in Antwerp, Ghent, Brussels, Leuven and Liège. These seminars resulted in two books, published respectively by Anthemis (in French) and Intersentia (in Dutch).

Preparatory works

The parliamentary proceedings for the Code of Companies and Associations can be consulted here.

The parliamentary proceedings with respect to the act which implemented the revised Shareholder Rights Directive (“SRD II”) and modified the Code of Companies and Associations are available here.

The Code of companies and associations through the eyes of our neighbours

The Centre will organise a seminar entitled “The Code of Companies and Associations through the eyes of our neighbours”. Four eminent academics from neighbouring countries will be invited to debate four important aspects of the reform, each introduced by a Belgian colleague. The seminar was set to take place in March 2020, but has been postponed sine die due to the covid-19 crisis.

The programme will be as follows:

  • Loes Lennarts (the Netherlands): Governance and director’s liability, introduced by Prof. Hans De Wulf
  • Bruno Dondéro (France): Double voting rights in listed companies, introduced by Prof. em. Jean-Marie Nelissen Grade
  • Christoph Teichmann (Germany): The “company without capital”, introduced by Prof. Diederik Bruloot
  • Isabelle Corbisier (Luxembourg): Incorporation theory, introduced by Prof. Roman Aydogdu