Reduction in the number of company forms
In light of the simplification of the corporate landscape, the Belgian Company Code (BCC) introduces a drastic reduction in the number of different company forms.
In the future, all Belgian companies will assume one of the following forms:
- a partnership (or in case they obtain legal personality, a general partnership (VOF/SNC) or a limited partnership (CommV/SComm));
- a public limited liability company (NV/SA);
- a private limited liability company (BV/SRL); or
- a cooperative company (CV/SC).
In addition, the following European company forms will remain in place:
- the European company (SE),
- the European cooperative company (SCE); and
- the European economic interest grouping (EESV/GEIE).
As a result, a number of current company forms will disappear, namely:
- the silent partnership (SV/SI);
- the temporary partnership (TV/SM);
- the cooperative company with unlimited liability (CVOA/SCRI);
- the agricultural company (LV/S.Agr.);
- the partnership limited by shares (Comm.VA/SCA); and
- the economic interest grouping (ESV/GEI).
The qualification as single- and starter-BVBA (EBVBA/SPRLU; S-BVBA/S-SPRL) and the social purpose company (VSO/SFS) will also be replaced by new rules.
In practice, the reduction or simplification in the number of company forms is compensated by the flexibility provided in the remaining types: almost all existing company forms can be reconstructed into the four new basic forms using different modules and modifications.
Partnerships will have additional possibilities to modulate and tailor-make the company in function of shareholders’ needs. The partnership can be of a sustainable or temporary nature (cfr. the temporary partnership), can have silent partners (cfr. the silent partnership) and can obtain, under certain conditions, ((un)limited) legal personality whereby the company can qualify as a general partnership (VOF/SNC) or a limited partnership (CommV/SComm).
The public limited liability company, the private limited liability company and the cooperative company (referred to as the three capital companies), will be further strengthened in their own specific features. The private limited liability company will be the company form of choice for small and medium-sized enterprises who will have the freedom, by using the default-regulations, to set-up their company as they see fit. In turn, it is expected that the public limited liability company form will be used by larger enterprises with an open capital structure. With respect to the cooperative company, the BCC reverts back to the original idea of cooperation; meaning that ‘other’ cooperative companies will need to adopt a different company form.
Furthermore the BCC provides the possibility of recognition (i) for companies with a legal personality such as a forest partnership (BV/GF), (ii) for a general partnership (VOFLO/SNCEA), a limited partnership (CommVLO/SCommEA), a private limited liability company (BVLO/SRLEA) or a cooperative company (CVLO/SCEA) such as agricultural enterprises, and (iii) for a cooperative company as a social purpose company (CVSO/SCES) or a cooperation (erkende CV/SC agréée).