For over (a) decade(s), all over the various (para)legal practices voices were raised in favor of a modernization of Belgian contract law. 2022 marks a legislative milestone as the legislator introduced Book 1 (general provisions) and Book 5 (contractual obligations) of the Belgian Civil Code (BCC), which were recently approved on April 21, 2022. …
The law of 16 February 2022 amended Article 13 of Book X of the Belgian Code of Economic Law with effect from 14 March 2022. This makes an important change to the mandatory rules on commercial agency agreements. From now on, Article X.13 §2 states that any unilateral substantial or structural increase or levy of costs by the principal at the expen…
An important tool for companies to attract and maintain employees, directors and consultants in the so called ‘war for talent’, is the grant of an equity stake to key personnel, resulting, amongst others, in the alignment of the interests of these directors, employees and consultants with the interests of the shareholders of the company. The exist…
As from February 1st, 2022, some changes to the Act of August 2nd, 2002, on combating late payment in commercial transactions (the Act) entered into effect. As a general rule, the Act provides that any payment within a B2B context are to be made within 30 calendar days, starting from the day following (i) the date of receipt of the invoice or an e…
NFTs are changing the way we think about art — and investors are starting to notice. Christie’s recently sold a digital artwork by an artist named “Beeple” for $ 69,3 million USD. Now, a former auction executive teamed up with cryptocurrency experts to purchase the 2005 Banksy painting “Love Is in the Air” for 12.9 million USD and plans to sell of…
A hot topic nowadays, cybersecurity has gained momentum and most likely will accelerate its pace with old and new challenges fuelled by remote work, IoT supply chain and increasingly targeted and sophisticated ransomware attacks, just to name a few. The real threat and risks are sometimes just a click away and the effects may be catastrophic for b…
UPDATE recent developments in digital transformation.We all know the struggle of keeping securities registers on paper, getting them updated and signed in a timely manner, allowing for shareholders to consult them etc. A partial solution is to keep the registers in a digital form, which is a possibility ever since the entry into force of the Belgi…
UPDATE recent developments in privacy and data protection1. Data transfers — First Belgian guidance on the interpretation of Schrems IIAlthough we have been in lockdown for quite a while, personal data has continued to travel across borders in ever increasing quantities. In this regard, the infamous Schrems II decision from July 2020 left many sta…
Van recent begonnen start-ups tot de grootste multinationals, allemaal doen ze beroep op de diensten van werving- en selectiekantoren. Voor ondernemingen op zoek naar nieuw talent is een zgn. recruitment bureau een handig en vaak noodzakelijk hulpmiddel, het kan immers de missing link vormen tussen hooggekwalificeerde freelancers en innovatieve on…
As a software developer, it is essential to be aware of the legal possibilities to protect your creation. Acting soft on your software may open the doors of reverse engineering of your software by purchasers, watering down your commercial assets. In this blogpost we will describe how software can be protected under (i) copyrights (ii) patents, and…
This year’s World IP Day focuses on “IP & SMEs: Taking your ideas to market”.Every business starts with an idea tha…
On March 10, Advocate General Szpunar delivered his Opinion in Top System (C-13/20). This Opinion follows a request for a preliminary ruling by the Brussels Appeal Court in an appeal procedure in which a Belgian computer programming company challenged the decompiling of its proprietary software by another company.Besides his clear and comprehensib…
The European Commission and EUIPO recently launched “IP Vouchers” entitling SME’s to a partial refund of a trademark-application though out 2021.What does it mean for you?Each IP Voucher entitles SME’s to a refund of up to 50% of the basic fee of a trademark application throughout 2021. Are you eligible ?Any company meeting the European Commission…
The recent worldwide COVID-19 outbreak causes people to radically change behavior and habits in an attempt to flatten the curve as quickly as possible. Whereas people are primarily responding to the global spread of COVID-19 by complying with strict social distancing rules, companies are doing the same. Audi, Axe, Chiquita, Coca-Cola, Kappa, McDon…
On 12 March 2020, the World Health Organisation (WHO) categorized the outbreak of Covid-19 (Coronavirus) as a pandemic. The impact of the virus on society and the economy will be catastrophic. Many countries are strengthening their measures, which leads to lockdowns and mandatory closings of schools, public services and businesses. This pandemic a…
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 …
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…
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…
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…
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…
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…
