Directors in Belgium

Appointment of Belgian directors

Directors of companies in Belgium are not required to be residents or to fulfil any other nationality requirements. Foreign directors should choose the registered office of the company as their correspondence address for the entire duration of their appointment as a director, thus making correspondence much easier.

Legal restrictions that apply to company directors in Belgium include minors and personally bankrupt individuals. The company’s Articles of Association may specify other conditions for directors, such as a specific profession or educational background. However, these conditions may not limit the shareholder’s choice to appoint directors in Belgium.

A legal entity can also be appointed as a Belgian director, but in turn it must appoint an individual to represent it permanently. This permanent representative must be a shareholder, director or employee of the company.

Duties of a director in Belgium

A director must act in the best interest of the company as a whole. Their decisions must be made and implemented by observing the company’s corporate interest. The director or board of directors must determine the best strategy for the company and implement it.

The Articles of Association may limit the powers granted to the director or board of directors.

A director can also be an employee of the Belgian company, provided that his tasks and interests as an employee do not influence his or her duties as a director. A director may resign at any time, however this must not cause damage to the company.

The removal or resignation of a director does not mean that the former director cannot be held liable for faults committed while he or she was acting in the capacity of company director.

Liabilities of a director in Belgium

The director cannot be personally liable for any obligations of the company.

According to article 527 of the Commercial Companies Code, each director is individually liable for management faults. If the director fails to perform his or her `duty of care` (careful management of the company), the general meeting of shareholders may decide to sue the director for damages brought to the company.

Directors are jointly liable to the company and to third parties for breaches of the Commercial Companies Code or the company’s Articles of Association.  

For more information, our attorneys in Belgium will be at your disposal. Contact our lawyers for more information about the legal duties and liabilities of a company director in Belgium.