The new Code of Companies and Associations (CCA, no official English translation available) of 23 March 2019 is gradually applicable from 1 May 2019 onwards. It describes among others the way legal entities are represented by their organs.

Before the new Code of Companies and Associations entered into force, Belgium used to apply the theory of the real seat to determine the applicable company law. Since 1 May 2019, Belgium has switched to the theory of the statutory seat, for both Belgian and non-Belgian legal entities. A legal person is governed by the company law of the seat it chooses in its articles of association (Art. 110 Belgian Code of Private International Law). Thus, a company with its statutory seat in Belgium will be subject to Belgian company law, regardless of whether it conducts its activities in Belgium or abroad. The regime of the statutory seat means that applicable law can change with a modification of the seat in the articles of association, contrary to the theory of the law of incorporation.

This change has no impact on other fields of law, such as tax law, labour law or environmental law.

Not applicable.

No.

See Art. 2:7 to 2:19 of the Code of Companies and Associations.

All Belgian companies have a file at the registry of the Tribunal of Enterprises of their registered office (competence of the Federal Ministry of Justice).

The most relevant data of the company (name, legal form, date of incorporation, registered address, activities, directors, tax year, capital, legal status, etc.) are published on the website of the Crossroads Bank for Enterprises (competence of the Federal Ministry of Economy), which assigns a unique identification number to each company at the time of its incorporation.

Documents filed in the file kept at the registry are published by extract or by reference in the appendices of the Belgian Official Gazette in order to be made enforceable against third parties. The Crossroads Bank for Enterprises’ website includes, for each company, a link to these publications in the appendices of the Belgian Official Gazette.

Yes, see Art. 2:23 to 2:28 of the Code of Companies and Associations. Foreign companies (both EU and non-EU companies) operating in Belgium through a branch are also required to open a file at the registry of the Tribunal of Enterprises of the address of their branch and to register with the Crossroads Bank for Enterprises.

Foreign companies that are not active in Belgium via a branch but that have to appear in an authentic instrument in Belgium are also required to register with the Crossroads Bank in order to receive a unique identification number.

Legal entities are represented by their organs of representation or by special representatives within the limits of their mandate.

See abovementioned articles of the Code of Companies and Associations.

Appointment/dismissal of the organs or members of the organs of representation must be filed in the company’s file at the registry of the Tribunal and published in the appendices of the Gazette in order to be made opposable to third parties. This appointment/dismissal is simultaneously registered in the Crossroads Bank but enforceability is ensured by publication in the Gazette only.

Special representatives must demonstrate their power on the basis of a power of attorney.

See answer to question 8: publication in the appendices of the Belgian Gazette makes appointment/dismissal enforceable against third parties (Art. 2:18 and 2:28 Code of Companies and Associations).

The company’s articles of association may stipulate that a company is represented by one or more director(s), appointed for this purpose, or by several directors acting jointly.

The power of representation of the company’s legal representatives is also restricted by the objects clause contained in its article of associations.

Representation clauses (one or more director(s) or several directors acting jointly) as mentioned under question 10 are enforceable against third parties if filed in the company file at the registry and published in the appendices of the Belgian Official Gazette (for private limited companies, see art. 5:73 § 2, subparagraph 1 Code of Companies and Associations). Articles of association may place further restrictions on this power of representation. These restrictions are not enforceable against third parties, even if they are published. The same applies to a division of tasks between directors with the power of representation (see for private limited companies Art. 5:73 § 2, subparagraph 2 Code of Companies and Associations).

The company is also bound by the acts performed by its legal representatives even if these acts exceed its objects clause, except if the company proves that the third party was aware of it or could not ignore it, given the circumstances. The mere publication of the statutes does not provide sufficient evidence of this awareness (for private limited companies Art. 5:74 Code of Companies and Associations).

Publications in the appendices of the Belgian Gazette are publicly available and can be printed out or be certified by the registry.

See answer to question 11.

Publications in the appendices of the Belgian Gazette are publicly available on the website (link above). The search can be made either in Dutch or in French.

Inquiries on the Crossroads Bank’s Website can be conducted in English, Dutch, French or German. As already mentioned under question 8, the Crossroads Bank’s website provides a link to the publication of the relevant legal entity in the appendices of the Belgian Gazette.

The law of 18 September 2017 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and limitations to the use of cash provides for the creation in Belgium of a centralised register of beneficial owners (the “Ultimate Beneficial Owner” Register or “UBO register”). This law implements the European Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (“4th Anti-Money Launderig Directive”). Legal entities have an extended deadline until 30 September 2019 to enter their beneficial owners for the first time. The data from the UBO register will be available for consultation: - By the competent authorities referred to in Article 2, 17° of the Royal Decree of 30 July 2019 (operating procedures of the register); - By the entities subject to the provisions of Article 5 of the Law of 18 September 2017, solely in the context of the performance of their customer due diligence obligations. Access for these entities will be charged; - By any member of the general public for corporate UBOs. This access will be limited to a certain amount of information and will be charged; - By any person demonstrating a legitimate interest in UBOs of a(i)sbls (not-for profit organisations), foundations, trusts, fiduciaries, and similar legal constructions. This access will be limited to a certain amount of information and will be charged; - By any person making a written request to the Treasury Administration, for a(i)sbls, foundations, trusts, trusts and similar legal constructions that control a company, a(i)sbl or foundation. This access will be limited to a certain amount of information and will be charged. Languages in which the inquiries may be conducted are still undefined.