“The new Companies and Associations Code creates more flexibility and possibilities for businesses. Although it is a legal reform, the number of mandatory new rules is limited. The intention is to give businesses more freedom. Numerous new possibilities can be freely implemented through a provision in the articles of association.

Some examples of new advantages

Determine freely the rights attached to shares

For the private limited company (BV, former BVBA) and the public limited company (NV), the principle “1 share = 1 vote” disappears, and thus the rule that all shares must create equal rights. However, this is only mandatory when the articles of association do not provide for another arrangement.

Number of voting rights per share

The number of voting rights assigned to a share can now be freely determined in the articles of association. There can be shares with 1, 5, 10, or more voting rights, shares with (multiple) voting rights on specific matters, etc.

Shares with veto rights

Veto rights can be granted to one or more shares for decisions on specific matters, which can be beneficial in setting up family corporate structures.

And many more…

In addition to the new regulations regarding voting rights, the new company law creates numerous other opportunities, including in the area of (free) transfer of shares, the simple withdrawal as a shareholder of a BV, the management of the company, etc.

When does it take effect?

Companies established after May 1, 2019, immediately fall under the new regulations. Their articles of association must be fully in line with the mandatory rules of the new company law. Companies that existed before May 1 were given a little more time. For them, the Companies and Associations Code only came into effect on January 1, 2020.”