Company law

The Company law is a branch of private law and, in particular, business law, which arranges how companies function. The mutual legal relationships between companies also form part of this.

Until recently, companies in Belgium were outlined in the Civil Code as a type of agreement. In addition, the Commercial Code described the so-called trading companies. However, in 1999 all these provisions were repealed and they made way for a completely new Companies Code.

A company is incorporated by a company contract, whereby the initiator(s) contribute something to the community with the aim of making profit. Therefore, a company is concerned when a group of friends jointly play Lotto; this concerns, in particular, a simple partnership without legal personality. One person can also incorporate a single-member company in the case of a private limited liability company. The single-member private limited liability company (ebvba) is a derogation from the two-headed principle for companies. In the case of a cooperative company, on the other hand, there must be at least 3 shareholders.

In contrast to the Netherlands, Belgium makes a clear distinction between civil and trading companies. Trading companies are those companies that aim to perform acts of trade. The objective recorded in the Articles of Association are examined to decide whether a company has a commercial or a civil object. In the case of a mixed object, i.e. both civil and commercial, the commercial part shall prevail. In other words: if the commercial aspect is of primary or of subsidiary importance within a mixed object, the company shall in any event fall under a commercial qualification. In the case of a mixed object, the company shall only be qualified as civil if the commercial aspect is only a means to achieve the primary civil object.

The Belgian legislator has appointed the Commercial Court to keep a record of the registered companies having legal personality. This is done at the Office of the Clerk of the Court, which keeps a company file on all companies. These can be perused free of charge. An excerpt from the file can be obtained for payment by the Office of the Clerk of the competent Commercial Court.

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