[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 54
- Appointments and resignations of the legal representative(s) of the Belgian branch office; - The dissolution of the company, the appointment of liquidators and the scope of their powers and the closing of the liquidation; - Any bankruptcy, judicial reorganization or similar proceedings affecting the company. (ii) Requirements for local shareholders/directors On 1 July 2023, the new Belgian foreign investment (FI) screening regime entered into force. Transactions executed as of that date are subject to a mandatory pre-closing notification to the Belgian Inter-federal Screening Commission. The Belgian FI regime only screens investments by non-EU investors in a Belgian strategic entity in a sensitive sector. In January 2019, the Region of Flanders had already introduced a similar screening mechanism on a regional level regarding foreign investments in public strategic interests in Flanders. This regime will apply in parallel to the new Belgian FI regime. No similar regional FI screening mechanisms currently apply in the Walloon or Brussels Region. 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 to discharge 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 1 % 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
ILN Corporate Group – Establishing a Business Entity Series
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