The New Belgian Companies Code: A Primer

25 Pages Posted: 9 Jun 2020

See all articles by Christoph Van der Elst

Christoph Van der Elst

Tilburg Law School; Ghent University - Department of Business Law; European Corporate Governance Institute (ECGI)

Date Written: March 1, 2020


Belgium significantly reformed its company law. The number of company forms has been reduced and the new Companies Code introduced a limitation on the directors' liability. Belgium also shifted from the real seat to the statutory seat. The legislator promotes the private limited liability company or “BV” as the most important form of company. The BV has no capital, but equity and can be structured according to the wishes of the founders. Further, companies can opt for a monistic or dualistic governance structure and voting rights can now be modulated. However, listed companies can only opt for double voting rights for loyal shareholders. The modernization of the Belgian company law must be welcomed, but the hasty introduction requires numerous technical corrections that the Belgian Parliament is currently preparing.

Keywords: Companies Code, Belgium, capital and equity, director’s liability, voting rights, corporate governance, statutory seat, private limited liability company

JEL Classification: G34, G38, K22

Suggested Citation

Van der Elst, Christoph, The New Belgian Companies Code: A Primer (March 1, 2020). Available at SSRN: or

Christoph Van der Elst (Contact Author)

Tilburg Law School ( email )

Tilburg, 5000 LE

Ghent University - Department of Business Law ( email )

Universiteitstraat 4
Gent, B-9000

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

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