On 28 February 2019, the new Belgian Code on Companies and Associations (Code) was approved. As digitalization of corporate housekeeping is one of the key goals of this law, the new Code provides private limited liability and cooperative companies with the possibility to maintain shareholder information in an electronic share register.
At the moment, information on a company's shareholders is found in paper share registers, physical books which must be kept at the company's registered seat. As a result, the information is often wrongfully entered, lost or not kept up to date. Moreover, because it is often not freely accessible to the general public, it is difficult to establish the identity of shareholders in most private companies. The situation is exacerbated by the fact that there are no straightforward, uniform rules on how share registers must be filled in, meaning that this is usually done on an ad hoc basis. As a result, paper-based share registers are quite often incomprehensible, if not illegible or subject to interpretation which lead to disputes.
Among the advantages of replacing a paper-based share register with an electronic one are the reduction of the risk of data loss, allowing for remote access and transparency, as well as better control of who consults the register (through e-ID cards), as well as greater consistency in how share registers are completed and maintained.
On 19 March 2019, the Belgian Federation for Notaries Public and the Belgian Institute for Accountants and Tax Consultants also announced that they are collaborating to launch a tool for these electronic share registers. Although details are still scarce, it appears that this tool would consist of an electronic platform through which individual accountants or notaries could supervise and monitor the establishment of the electronic share registers of their clients.
The possibility to establish an electronic shareholders' register will only be available for existing private limited liability companies and cooperative companies as soon as the new Code applies to them, either resulting from a voluntary opt-in or when all of its provisions enter into force on 1 January 2024.
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