[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 53
investments by non-EU investors in a Belgian strategic entity in a sensitive sector. Without prejudice to similar provisions pursuant to European law and/or specific provisions in regulatory sensitive sectors, there are no other general requirements concerning local shareholders or directors under Belgian law. If a legal entity is appointed as a director, it must appoint a “permanent representative” who is responsible for executing the mandate of the director on behalf of and for the account of the legal entity. The permanent representative has to be a natural person and will be subject to the same civil and criminal liability as the legal entity he or she represents. (iii) Minority shareholders’ rights and protection Some mechanisms in the BCCA aim to protect minority shareholders: - The preferential subscription right when new shares are issued; - The right to initiate a minority claim against one or more directors: the shareholders’ meeting has the power to initiate proceedings on behalf of the company, unless the shareholders’ meeting has already discharged the directors. It is also possible for minority shareholders to initiate proceedings on behalf of the company if they represent at least 10 % of the shares (BV or CV) or 1 % of the voting securities / hold at least EUR 1.25 million of the company's capital on the date the shareholders’ meeting voted the discharge to the directors (NV). Minority shareholders who have validly approved the discharge may not initiate such proceedings; - The right to convene a general meeting when a minority shareholder has a
certain participation interest in the company: shareholders holding, individually or collectively, 10 % of the shares (BV or CV) or 10 % of the share capital (NV) can request the board of directors and the statutory auditor (if any) to call a shareholders’ meeting, with at least the agenda items that these shareholders have requested for this meeting. Shareholders holding, individually or collectively, at least 3 % of the share capital of a listed company have the right to propose items for the agenda and to table resolutions; - The right to ask the directors (and the statutory auditor, if any) questions during shareholders’ meetings or in writing before the meeting (to be answered at the meeting). The directors or the statutory auditor, as the case may be, are obliged to answer these questions. However, the directors and the statutory auditor may refuse to answer a question if doing so would harm the company’s business or would breach their or the company's duty of confidentiality; - The right to request an expert report: if there are indications that the interests of the company are seriously jeopardised or could be jeopardised, the court may also appoint one or more experts to assess the company's books and accounts and the actions of its corporate bodies. The conditions for requesting the appointment of an expert are the same as for filing a minority claim. The Belgian Corporate Governance Code of 2020 also provides rules on related party transactions to be applied by listed companies, aimed at protecting minority shareholders.
ILN Corporate Group – Establishing a Business Entity Series
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