Company law in Belgium
Company Law in BelgiumUpdated on Friday 11th September 2015
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The Belgian Company Law
The Company law in Belgium is the legal study of commercial companies. These are companies formed by a contract under which two or more persons put something in common, to exercise one or more specified activities and in order to provide the associated direct or indirect benefit heritage.
The Company law in Belgium contains all the provisions necessary for the creation, operation and possible liquidation of the company. Also, this law deals with the relationships between the various stakeholders of the company, shareholders, officers and directors and also the relationships of the company's with third parties.
Special provisions for Belgian companies
The Company law in Belgium provides that companies on common rights, temporary partnerships and internal companies do not have legal personality.
The partnership (abbreviated SNC), the limited partnership (abbreviated SCS), the private limited liability company (abbreviated SPRL), the co-operative society (abbreviated SCRL), the unlimited liability company (abbreviated SCRI), the limited company (abbreviated SA), the company limited by shares (abbreviated SCA), the group of economic interest (abbreviated GIE) are all forms recognized by the Company Law in Belgium as companies having legal personality. In Belgium is recognized as civil society with legal personality the agricultural society, abbreviated S. Agr.
Companies in Belgium are governed by agreements between the parties, by the civil law and, if they have a commercial nature, by the particularities of trade laws. The civil or commercial character of a society is determined by its purpose. This ruling also applies even if the statutory provisions provide that the company has not been made in order to provide the associated direct or indirect financial benefit.
The Company Law in Belgium provides that the civil societies of commercial form are companies with civil purpose and, without losing their civilian nature, have adopted the form of a commercial certain company to benefit from the legal personality. They do not have the status of trader.
The Company Law in Belgium provides that every company must have a lawful object and must be incurred for the common interest of the parties. Each partner must contribute either with monies, assets , kinds or intellectual property.
Other legal aspects for Belgian companies
If there is no agreement on the duration of the company, the company is established for life (unless there incurs other further provisions that modifies this statute), or, when the company is incorporated with a limited duration, for the time provided in this sense.
Moreover, the Company Law in Belgium provides that a company ends either by the end of the period for which it was established, either by the extinction of the company's purpose, either by the natural death of one of the partners, either in case of insolvency or at the request of one or more shareholders (in the conditions provided by the company act).
In the Belgian Company Act there are certain provisions regarding the residence of the management board of the company. In this sense, managers, directors, auditors and liquidators residing out of the country are expected, for all he period in which they are implied in the company's decisions, to establish their domicile/headquarter in Belgium. This measure is taken in order to assure their assignments and notifications regarding the affairs of the company and their responsibility for management and control.
Companies incorporated in a foreign country are free to open a branch in Belgium by following the law's provisions in this sense.