The new Act of 4 April 2019 relating to abuses of economic dependence, unlawful clauses and unfair market practices between companies: severe limitations to the freedom of contracting in a B2B context On 4 April 2019, the Act amending the Code of Economic Law with regard to abuses of economic dependence, unlawful clauses and unfair market practic…
1. Inleiding Op 1 mei 2019 treedt het nieuwe Wetboek van Vennootschappen en Verenigingen in werking. Het gaat om de grootste wijziging sinds 1873, een Copernicaanse revolutie. Het Wetboek wordt niet louter aangepast of gerepareerd, maar opnieuw van nul opgebouwd. Dit heeft een impact op zowat iedereen die zijn activiteiten uitbaat via een vennoots…
Hieronder gaat een overzicht van de dwingende bepalingen die vanaf 1 januari 2020 automatisch van toepassing zijn. 1. Benamingen en afkortingen De volgende benamingen en afkortingen moeten worden gehanteerd: gewone commanditaire vennootschap (Comm.V.)>commanditaire vennootschap (CommV)besloten vennootschap met beperkte aansprakelijkheid (BVB…
Ever wondered which recipe gives Coca-Cola its specific taste or which formula is needed to make the unique Chanel No. 5 scent? Trade secrets are omnipresent in our daily lives, yet in our fast-paced digitalized world, the threat of trade secret theft and unauthorized copying is bigger than ever. We therefore appreciate the recent implementation b…
As of 31 March 2019, all ultimate beneficial owners of Belgian legal entities must be registered in the new Ultimate Beneficial Owner Register (the “UBO Register”). This new obligation was introduced by the Royal Decree of 30 July 2018. However, it will only enter into force 31 March 2019. The rationale behind this new obligation is to put an end …
As of 1 May 2018, a new Insolvency Code has entered into force, applicable to insolvency proceedings initiated after this date. The new Insolvency Code merges the old Bankruptcy Act and the old Business Continuity Act into the new Book XX of the Belgian Economic Code (BEC), adding some substantial modifications towards the relevant stakeholders. …
SME’s (Small and Medium-sized Enterprises) have always constituted a substantial and even fundamental part of Belgium’s economy, which over the course of many years has gradually evolved from an industrial economy to a service economy. The massive technological evolution that has taken place over the past 25 years only added to Belgium’s economic …
The transfer of a business (‘handelsfonds’) allows for considerable contractual freedom. Although this provides interesting opportunities for both parties, it can also lead to greater risks. Moreover, certain legislative obligations are often overlooked, possibly with considerable (financial) consequences. It is therefore important to keep some ke…
Recently (at the beginning of 2018) the new Belgian pledge act entered into force, opening new opportunities to finance and secure contractual obligations. The most important changes resulting from the new Belgian pledge act are the following: (i) it is now possible to establish a non-possessory pledge on movable goods and (ii) pledges on movable…
Equestrian sports (“horse riding”) has evolved as a worldwide popular sport, with the Belgisch Warmbloedpaard (BWP) vzw holding the number one position on the WBFSH / Rolex World Ranking list of studbooks in showjumping. Many of Europe’s biggest horse trading companies are based in or close to Belgium, selling horses within Belgium and exporting t…
The recovery of international commercial debts, nor the resolution of international (commercial) disputes has ever been easy, but with the Brexit approaching (probably rendering the access to British courts more difficult) and the insecurity of its implementation, the need for an international commercial court is imminent. The Belgian legislator h…
When you decide to lease a commercial space for your business, the aspects to take into consideration go way beyond the lease period, location of the property and rental charges. Far too often, important aspects of commercial leases are left unmanaged. These contractual voids can have significant (financial) consequences for both parties. Therefor…
According to article 37 of the Belgian Act on Continuity of Enterprises, “claims against the debtor related to services provided by its co-contractor during a judicial reorganization are to be qualified as privileged claims in a following bankruptcy” and receive the status of “super-privileged debt”. Jurisprudence and doctrine disagreed on whether…
The Companies Code provides for a mechanism of creditor protection in case of a “real” capital decrease (i.e. capital decrease by means of a reimbursement to the shareholders) for public limited liability companies (“NV” or “SA”). The decision to decrease the share capital is taken by the extraordinary shareholders’ meeting before a notary public.…
On 18 January 2017 the new EU Regulation 655⁄2014 establishing a European Account Preservation Order procedure to facilitate cross-border debt recovery in civil and commercial matters enters into force. Currently, national procedures for obtaining protective measures such as account preservation orders exist in all EU Member States, but the condit…
For entrepreneurs, the recovery of receivables serves as an important tool for managing their cash flow. Swift recovery of overdue receivables at a minimal cost is therefore key. Prior to 19 October 2015, entrepreneurs faced with non-payment of overdue receivables, had, in the end, no other option than to introduce costly and time-consuming debt r…
It is standard practice to include representations and warranties in share purchase agreements. They are crucial in assessing risk allocation between seller and purchaser. The list of representations and warranties can often be dozens of pages long, and require lengthy – and sometimes – exhausting negotiations. To make matters worse, the warrantie…
Following the implementation of the European accounting directive of 26 June 2013 on the annual financial statements into Belgian national law, a new definition of “small company” has been laid down in the Belgian Companies Code as of 1 January 2016. In addition, the concept of a “micro company” has been introduced and the “small group” is redefin…
Pop-ups are trendy. They are the ideal real life teaser when a product goes viral, to accompany the release of the new product, brand or concept. They are also the ideal solution for property owners to fill in (commercial) units. They have, to some extent, redefined the current real estate market. The stringent Act on Commercial Lease was an obsta…
Electronic invoicing enables a company to automate its invoice processing. In addition to cost savings, the ability to automate the invoicing process and integrate with other business systems, provides business efficiency and revenue generating opportunities. If you consider a switch from paper and manual based invoice processing to electronic inv…
Start-ups, scale-ups, incubation centers, pitches, webinars, workshops, etc. all “hot” and “trendy” names for a booming group of entrepreneurs striving worldwide to disrupt existing businesses by challenging them mostly through the use of new technologies. In our daily lives we are constantly confronted with new online sharing platforms, promising…
Tax Authorities tend to have a very beneficial position when it comes to debt securisation. But there are limits to this advantage. In its judgment of 18 February 2016 the Constitutional Court decided that the Belgian Tax Authorities’ practice to register its legal mortgage on the assets of the debtor during the judicial reorganization procedure o…
