How to change a company’s articles of association ?

I. Who can amend the company’s articles of association?

Amendments to the articles of association are decided by the general meeting, after being convened by the board of directors. The decision is taken by the following majorities:

In either case, if the attendance requirement is not met at the first general meeting, a second general meeting may be convened.

This second general meeting will validly deliberate on the proposed amendments, regardless of the portion of the capital or shares represented.

II. Methods of convening a general meeting

A general meeting must be convened in the manner provided for by the Companies and Associations Code and the articles of association.

The convening notice must indicate precisely the modifications envisaged.

Specific procedures :

If the proposed amendments relate to the objects or purposes of the company, the board of directors must first justify the proposed amendments in a detailed report, mentioned in the agenda, and make a copy available to the holders of shares, profit shares, convertible bonds and subscription rights or certificates.

If the proposed amendments involve the modification of the rights attached to classes of shares or profit shares, the board of directors must justify the proposed amendments and their consequences on the rights of the existing classes.

If this report includes financial or accounting information, the auditor, or failing that an external auditor or accountant appointed by the board, shall assess whether the said financial and accounting information is fair and sufficient to inform the general meeting.

Both reports shall be announced on the agenda and a copy made available to the shareholders.

These reports must also be published in accordance with the articles 2:8 and 2:14, 4° of the BCCA.

The decision of the general meeting to authorise an amendment to the articles of association can never be made in writing, the meeting must always be convened.

III. Procedure

Amendments to the articles of association must be made by notarial deed.

IV. Publication formalities

The notary shall publish the amendments to the articles of association in the Belgian Gazette within thirty days of the adoption of the amendments, in accordance with article 2:9, §1, 2° of BCCA.


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