Changing Directors or Managers in Belgium: Complete Procedure

Why Change a Director or Manager?

Changing the management of a company is a common occurrence in the life of a Belgian business. Whether due to resignation, dismissal, death, or simply an internal reorganization, the Belgian Code of Companies and Associations (CCA) strictly regulates this procedure.

Situations Requiring a Change

• Voluntary resignation of the manager or director
• Dismissal by the general meeting (revocable ad nutum for SAs)
• End of term of office
• Death or incapacity of the director
• Reorganization of the company's governance

Procedure for an SRL

In an SRL, the manager is appointed by the general meeting of shareholders. The change procedure involves several steps:

1. Convening the General Meeting

The general meeting must be convened in accordance with the articles of association. The agenda must explicitly mention the appointment or dismissal of the manager.

2. Decision of the General Meeting

The decision is taken by a simple majority of votes, unless the articles of association provide otherwise. Minutes must be drafted and signed.

3. Acceptance by the New Manager

The new manager must formally accept their mandate. This acceptance must appear in the minutes or in a separate document.

Procedure for an SA

For an SA, the procedure differs depending on the chosen governance model:

• Monistic model: the board of directors appoints and dismisses its members, subject to ratification by the general meeting
• Dualistic model: the supervisory board appoints the members of the management committee

Ad Nutum Revocability

In an SA, directors are in principle revocable at any time by the general meeting, without notice or compensation. This is the principle of ad nutum revocability, unless the articles of association provide otherwise.

Mandatory Formalities

Publication in the Belgian Official Gazette

Any change of director or manager must be published in the Belgian Official Gazette within 15 days of the decision. Publication costs are approximately €240 to €300 (2026 rates).

Update at the CBE

The Crossroads Bank for Enterprises (CBE) must be updated to reflect the new director. This update is made through an authorized enterprise counter.

Filing with the Registry

The minutes of the general meeting must be filed with the registry of the competent enterprise court.

Required Documents

• Copy of the minutes of the general meeting
• Identity card of the new manager or director
• Written acceptance of the mandate
• Publication form for the Belgian Official Gazette

Conclusion

Need to change your company's management? LegalBelgique assists you with all administrative and legal formalities. Our team handles drafting the minutes, publication in the Belgian Official Gazette, and updating the CBE.