domains: company law

Article 1 of the Company Law is describing a company as follows: "A company is being incorporated by means of a contract on the basis whereof two or more persons agree to bring something into a community with the objective to carry out one or more specifically determined activities and with the objective to give the partners a direct or indirect capital benefit." This is a contract between several persons. In exceptional cases a company may be incorporated by one person, in which case it is a private company with limited liability (bvba), in the form of a one-person -bvba (ebvba).

The Belgian legislation distinguishes between civil and commercial companies. Commercial companies are companies that aim at performing trade activities. These can be annulled when the profit motive is lacking. The case arising, the judge may converse the company into an association.

The legislation further distinguishes between on the one hand companies without legal personality.  These companies cannot be brought before court as a company. They will always be represented by a natural person.

On the other hand, there are companies with legal personality. These companies have their own separate capital and may be brought before the court and/or take the initiative to start legal proceedings.

Various countries increasingly recognise each others companies, among others in case of international transfer of seats. The European Court of Justice has recognised this right as a result of the right of  free transport as provided in the European treaties, meaning among others that a company may “move” from one country to another country without losing its legal personality.

In practice this means:

1) As a beginning entrepreneur you may want legal assistance when choosing the right company form.

2) If you are a shareholder in a company, you may appeal to our office when you:

• want to change the company form

• want and/or have to leave the company because of for example claims in a forced buy out or selling

• want to carry out a capital increase or decrease

• have a conflict with the board of directors

• want to sell the shares of your company and/or you a re looking for an investor, our collaborators will assist you with all the related preparations and negotiations. ( M&A, merging, take over of business branch.. )

3)         if you are already a company business manager or director, our office will provide legal assistance, among others concerning:

• your rights and duties and your liability

• preventing and/or solving of conflicts with colleague directors /business managers or shareholders

Knowledge about the company law is also important when assisting companies in difficulties.