Amending Your Company's Articles of Association in Belgium: Practical Guide

What Is an Amendment to the Articles of Association?

A company's articles of association constitute its founding document. They define the operating rules, the distribution of powers, and the rights of shareholders. Any modification to these rules requires a specific procedure governed by the Belgian Code of Companies and Associations (CCA).

Most Common Amendments

• Change of company name
• Modification of the corporate purpose
• Change of registered office
• Modification of capital or contributions
• Change of governance rules
• Adaptation of share transfer clauses

Quorum and Majority Requirements

For an SRL

The extraordinary general meeting of an SRL must meet the following conditions:

• Attendance quorum: half of the total number of shares must be represented
• Majority: at least 75% of votes cast
• For a modification of the corporate purpose: 80% of votes

If the quorum is not reached at the first meeting, a second meeting may decide regardless of the number of shares represented, but the same majorities remain required.

For an SA

• Attendance quorum: half of the capital must be represented
• Majority: at least 75% of votes cast
• For a modification of the corporate purpose: 80% of votes with a 50% quorum

Step-by-Step Procedure

1. Drafting the Amendment Proposal

The board of directors or manager drafts a special report justifying the proposed amendment. For certain modifications (corporate purpose, capital), a report from the auditor or company auditor may be required.

2. Convening the Extraordinary General Meeting

The notice must fully and precisely mention the proposed amendments. It must be sent at least 15 days before the meeting (unless the articles provide otherwise).

3. Notarial Deed

Any amendment to the articles of association must be recorded in a notarial deed. The notary verifies compliance with legal conditions and authenticates the decision. Notarial fees range from €750 to €1,500 depending on complexity.

4. Publication in the Belgian Official Gazette

The amendment must be published in the Annexes of the Belgian Official Gazette within 15 days of the notarial deed. Publication costs are approximately €240 to €300.

5. Update at the CBE

The Crossroads Bank for Enterprises must be updated if the amendment affects registered data (name, office, purpose, etc.).

Cost Summary

Special Case: CCA Compliance

Since the entry into force of the CCA on May 1, 2019, existing companies were required to bring their articles into compliance by January 1, 2024. Companies that have not yet completed this compliance update are subject to the supplementary provisions of the CCA and should regularize their situation as soon as possible.

Conclusion

Want to amend your company's articles of association? LegalBelgique assists you from A to Z: drafting the proposal, coordinating with the notary, publication in the Belgian Official Gazette, and updating the CBE. Contact us for a personalized quote.