Company Code Update: appeal submitted to the Constitutional Court

Appeal for partial annulment of the law of 23 March 2019 introducing the Companies and Associations Code and containing various provisions.

Since the adoption of the new Belgian Companies and Associations Code (CAC) in February 2019, companies and associations incorporated after 1 May 2019 must be in line with this new legislation. For more than one million more companies (legal entities), non-profit associations and foundations, certain rules will enter into force as of 1 January 2020. Via an opt-in, companies are already able to comply with the new Code.

However, on 27 September, an appeal for partial annulment of the Companies and Associations Code was brought before the Constitutional Court. The appeal pertains to, inter alia, the liability of limited partners and the compulsory reports of an auditor in the event of contributions in kind in and during incorporation of a limited company or limited partnership, in the event of the dissolution of companies and in the event of the restructuring of associations and foundations.

Although the Constitutional Court will not make a ruling in the short term, we recommend that all necessary measures be taken with a view to the implementation of the new Company Code. Non-compliance with the new regulations may result in liability.