[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 62
PROFIT DISTRIBUTION
Legal reserve
N/A
N/A
5% of the net profit must be retained until the legal reserve reaches 10% of the capital The distribution may not cause the net assets to fall below the amount of the capital.
Distribution to shareholders
Only possible if BV complies with liquidity and solvency requirements.
Only possible if CV complies with liquidity and solvency requirements.
CHANGE OF ASSETS
Issuance of new shares is an amendment of the articles of association and must be decided by the shareholders’ meeting. Possible and specifically provided under law.
The board of directors may decide to issue new shares.
Capital increase is an amendment of the articles of association and must be decided by the shareholders’ meeting.
New contribution
New contribution without issuance of new shares
Possible despite the fact this is currently not specifically provided under law.
N/A
New contribution to be decided by the board of directors
Possible if allowed by the articles of association.
This is the rule (see above), unless the articles of association provide that the shareholders’ meeting should decide on the issuance of new shares.
Possible within the limits of “authorized capital . ”
WITHDRAWAL AND EXCLUSION OF SHAREHOLDERS AT THE COMPANY’S EXPENSE
The articles of association must explicitly provide that shareholders have the right to withdraw or that a company can exclude shareholders at the company’s expense.
Notwithstanding any statutory provision to the contrary, shareholders have the right to withdraw (some restrictions apply for the founders), or the company can exclude some shareholders.
N/A
ILN Corporate Group – Establishing a Business Entity Series
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