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Mandatory requirements as from January 1st 2020

Since May 1, 2019, the new Code of Companies and Associations (CCA) has been in force. For existing companies and associations, the law provides for a transitional period until 01/01/2024, unless they have opted to amend their bylaws before that date.

However, from 1st January 2020, a few mandatory measures of the CCA will automatically apply to all companies and associations, even if their bylaws have not yet been adapted to the new CCA. Any statutory clause in conflict with these mandatory requirements shall be considered unwritten from that date.

One of these measures concerns the new designations of the companies.

For existing companies, the following new designations and abbreviations will be applicable as from 1 January 2020: 

  • the "limited partnership", abbreviated as "SCS" becomes the "limited partnership", abbreviated as "SComm"
  • the "private limited liability company" in short "SPRL", becomes the "limited liability company" in short “SRL”
  • The "cooperative limited liability company", abbreviated as "SCRL", becomes the "cooperative company", abbreviated as "SC"
  • The abbreviation of the general partnership becomes "SNC" instead of S.N.C.

Since all documents issued by the company must contain in particular the exact legal form of the company, existing companies must ensure that, as from 1 January 2020, their websites, letterheads and invoices mention the new name/abbreviation of their corporate form.

With regard to directors, as of January 1st 2020, one of the changes mentioned in the CCA, provides that directors, members of the Board of Directors and the Supervisory Board, may no longer exercise their mandate under an employment contract.

In addition, a director may no longer combine his or her mandate as a physical person with a mandate as a representative of a company.

Finally, the distribution of profits in an SRL can only be made after a double test, namely a net asset test and a liquidity test.

If you need more information about these new measures, please do not hesitate to contact us.