The lex societatis refers to the law applicable to a legal person. Depending on the concept, this may be either:
- the law of the state in which the legal person has its statutory seat – statutory seat theory ; or
- the law of the state in which the legal person has its real seat – the theory of the real seat.
Belgium has opted for the first option and considers that the law applicable to a legal person is that of the state in which its statutory seat is located [1].
The lex societatis governs:
1° the existence and legal nature of the legal person;
2° the name or business name;
3° the constitution, dissolution and liquidation;
4° the capacity of the legal person;
5° the composition, powers and functioning of its organs
6° the internal relations between partners or members as well as the relations between the corporate body and the partners or members;
7° the acquisition and loss of the status of associate or member;
8° the rights and obligations attached to the shares and their exercise
9° liability for breach of the law of legal persons or the articles of association;
10° the extent to which the legal person is liable to third parties for debts incurred by its organs [2].
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