From BVBA to BV

Entrepreneurs who are currently operating from a BVBA are probably aware that it will soon have to be converted into a BV. This is because on the 1st of May 2019, the new Belgian Code of Companies and Associations came into force.

The deadline for this transformation is the 1st of January 2024. We are happy to explain below what exactly is changing, and how to get started with the transformation.

What changes, what stays the same?

The aim of the new code was to make doing business in Belgium simpler, cheaper and more accessible. For instance, the minimum capital of €18,500 to set up a BVBA was dropped - in principle, a BV can be set up with €1 starting capital. Various regulations regarding voting rights and the transfer of shares were also made more flexible.

An important side note on this new regulation is the fact that your company's financial plan now carries more weight than before. If the company goes bankrupt within 3 years of incorporation, the financial plan will be analysed to determine whether the anticipated start-up capital was sufficient to provide for the company's activities.

The BV still retains limited liability, meaning that the shareholders only commit to their contributions. Thus, their private assets cannot be addressed in case of bankruptcy or takeover. Also, the articles of association still have to be drawn up in an authentic (notarial deed).

Deadline

From the 1st of May 2019, the New Companies and Associations Code came into force, and since the 1st of January 2020, the mandatory and supplementary rules of the New Code apply to all companies, regardless of their date of incorporation.

Are you working from a BVBA, and are you planning a change in your articles of association soon? If so, you will be obliged to complete the conversion to BV at the same time.

De uiterlijke deadline voor de omvorming is 1 januari 2024. Je BVBA moet dus voor deze datum omgevormd zijn naar een BV.

Too late?

If your BVBA has not taken steps to convert to BV by the 31st of December 2023, it will be automatically converted to the legal form most similar to the original form.

Nevertheless, the directors of the company should always take the initiative to amend the articles of association.

If company directors choose not to take timely action, they must convene a general meeting within six months to amend the company's articles of association. Otherwise, they will be held liable for any losses incurred by the company or third parties as a result of failing to do so.

How to transform?

Articles of association

The conversion from BVBA to BV mainly takes place in an adjustment of the articles of association. These have to take into account the new provisions on shareholders, voting rights, ...

As the new legislation brings a lot of flexibility and opportunities, this conversion is the perfect opportunity to tailor your company structure exactly to your needs.

Are you finding it difficult to navigate your way through these new legislations? Our experts can assist you with a tax-and-legal analysis of your company, which will indicate, based on your input, which changes are best implemented.

Communication

Even if you have not yet amended your company's articles of association, you are legally obliged to use the BV company form in your communications.

This includes:
- letter and invoice paper;
- website;
- business cards;
- notebooks, leaflets, ballpoint pens and all other publicity carriers.

Important here is that you replace the word 'manager' with 'director' throughout.