Daily management: extended powers and applicability to the BV/SRL and CV/SC
The board of directors of a public limited liability company (NV/SA) has the possibility to delegate the daily management of the company to one or more directors (the ‘managing director’) or to other persons (the ‘(general) manager’).
While the articles of association of a company determine the powers of the daily manager, any limitations to such powers laid down in the articles of association vis-à-vis the ‘daily management’ are not enforceable towards third parties and are, therefore, only enforceable internally.
There has been a lot of debate about the content of the notion of ‘daily management’. The Supreme Court eventually decided in 2009 that only actions or decisions which (i) relate to the needs of the daily life of the company or (ii) do not justify the intervention of the board of directors due to their limited importance and their urgency, fall under the definition of daily management.
The new Belgian Company Code (BCC) defines daily management based on the definition of the Supreme Court, but also uses this opportunity to broaden and align the content of the definition with current practice.
The new BCC thus defines the daily management as all actions or decisions which (i) relate to the needs of the daily life of the company or (ii) do not justify the intervention of the board of directors due to their limited importance or their urgency.
The new BCC also provides the possibility to delegate the daily management within the private limited liability company (BV/SRL) and the cooperative company (CV/SC) whereas this is currently not possible under the existing company code.