The rules governing the granting of legal personality to Belgian companies have recently been drastically amended by a Law of 3 April 1995 which brings major changes to the Company Laws.
Pursuant to this law, Belgian companies will have a legal personality only as from the date of filing of the deed of incorporation with the Clerk's office of the Commercial Court. This new law has not yet been published. The provision regarding legal personality will enter into force thirteen months after the date of publication of the law.
Under the current regime, which will remain applicable for about one year, Belgian companies enjoy the benefit of legal personality as from the date of execution of the deed of incorporation.
This change will have practical implications. For instance, it will no longer be possible to incorporate a Belgian company and to transfer shares or assets to that company on the same day unless the Notary manages to file the deed of incorporation immediately, which might prove quite difficult to do. The reason why it will in most cases no longer be possible to make such same-day transfers is that a company may not acquire and own shares or assets as long as it does not have a legal personality. However, alternative solutions can be found: e.g., the shareholders or directors of the company could purchase the shares or assets on behalf of the company and the company could ratify this purchase once it has a legal personality.
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.
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