With regard to the public limited liability company (the SA/NV), many changes have been incorporated into the new Code of Companies and Associations that came into force in May this year. Public limited liability companies have therefore been the subject of a general revision with the aim of harmonising and making the rules relating to this type of company easier for the entrepreneur. However, this new Code takes into account European capital constraints and standards, established in particular by the European Directive on shareholders' rights.
The public limited liability company can now be founded by only one shareholder, which was previously only possible for SPRL/BVBA's (the current SRL's/BV's). In addition, share purchase rules were streamlined while stricter rules were introduced for shareholder equality and transparency in share resales.
Note that the starting capital of 61,500 euros to establish the public limited liability company is maintained, this unlike private limited liability companies for which the formerly required starting capital of 18,500 euros is no longer necessary.
With respect to the administration, a notable change has been made since the code now offers the choice between three different governance models:
• Monist administration (one-tier governance): this is the classic model we are used to. The board of directors forms a college which can create different committees.
• Monist administration with a single director (sole director): this model offers the possibility to provide a veto-right in the bylaws for the benefit of to this single director for certain subjects such as a modification of the bylaws. In addition, the bylaws may provide for a successor to this director in case of death.
• Dual administration (two-tier governance): this model divides the administration of the SA/NV between a supervisory board that is appointed by the General Meeting of shareholders and that supervises the general strategic direction of the company (in addition to a number of responsibilities designated to the supervisory board by law), and a management board that is appointed by the supervisory board and which deals with the operational management of the company, in addition to holding all residual powers. These two councils each have at least 3 members, but a member (natural or legal entity ) can be part of only one council.
In any case, the public limited liability company has been developed in such a manner as to remain the reference company for larger and listed companies.
A new article about the new Company Code will be posted each week, so stay tuned!
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