23 JANVIER 2001. - An Act to amend the Act of 7 May 1999 containing the Corporate Code and the Act of 17 July 1975 relating to business accounting

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
CHAPTER I^er. - General provision
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
CHAPTER II. - Amendments to the Act of 7 May 1999
containing the Corporate Code
Art. 2. Section 2 of the Act of 7 May 1999 establishing the Corporations Code is amended as follows:
1° to Article 2, § 4, paragraph 2, of the Code of Companies, the word "right" is replaced by the word "name";
2° to Article 67, § 2, of the same Code:
(a) the words "or economic interest group" are deleted;
(b) in the French text, the words "in short: RSG" are replaced by the words "in short: RSAgr";
3° to section 68, paragraph 2, of the same Code, the words "Are filed at the same time the following documents:" are replaced by the words "Without the words "with respect to the partnership in collective name and the limited company, the following documents are filed at the same time:"
4° in Article 92, § 1^erParagraph 1^erin the same Code, the words "according to the King's assessment criteria" are inserted between the words "an inventory" and the words "and establish";
5° in Article 103, paragraph 1^erin the same Code, the words "of all these documents, or documents" are inserted between the words "in sections 98 and 100" and the words "in relation to companies";
6° to Article 107, § 1^erParagraph 1^erthe following amendments are made to the Code:
(a) in the French text, the word "foreign" is inserted between the word "society" and the word "without";
(b) the words "any foreign corporation whose securities are admitted to the first market of a securities exchange, the official rating of a securities exchange located in a Member State of the European Union or on a regulated market or another regulated market, within the meaning of Article 1^er, § 3, of the law of 6 April 1995 on secondary markets, the status of investment companies and their control, to intermediaries and investment advisers, recognized by the King as equivalent for the application of this article, are replaced by the words "any foreign company whose securities are listed in Belgium within the meaning of Article 4",
7° to section 109 of the same Code are made the following amendments:
(a) in the second dash, the word "foreign" is deleted each time;
(b) the provision in respect of the third dash is replaced by the following provision:
« subsidiary company », if it is under the control of a Belgian company,
1° the subsidiary company of Belgian or foreign law;
2° the European economic interest group having its seat in Belgium or abroad, and
3° the body of Belgian or foreign law, whether public or not, for profit or not, which, because of its statutory or non-statutory mission, carries on a commercial, financial or industrial activity";
8° to article 110 of the same Code, the words "one or more affiliates, of Belgian law or of foreign law, or" and the word "foreign" are deleted;
9° to article 111, paragraph 1^er, in the same Code, the word "subsidiaries" is replaced by the words "subsidiary companies";
10° Article 128, paragraph 3, of the same Code is deleted;
11° to section 131 of the same Code, the last sentence is replaced by the following:
"However, such an appointment or replacement will only produce its effect after the first annual general meeting following the appointment of the business reviewer by the President. »;
12° to section 136, paragraph 2, of the same Code, the words "or to the reviser referred to in paragraph 1^er as well as the words "or reviser" are deleted;
13° to Article 171, § 1^erthe following amendments are made to the Code:
(a) in paragraph 1^erthe words "to the provisions of Chapter III of this heading relating to the control of consolidated accounts" are replaced by the words "to the provisions of Chapter II of this heading relating to the control of annual accounts or chapter III of this heading relating to the control of consolidated accounts";
(b) in paragraph 1^erin the Dutch text, the word "tienduidend" is replaced by the word "tienduizend";
14° to Article 183, § 3, paragraph 4, of the same Code, the words "Article 12" are replaced by the words "Article 74";
15° Article 189 of the same Code is replaced by the following provision:
"The liquidators must convene the general assembly of the associates on the request of partners representing the fifth of the social capital and must convene the general assembly of bonds on the request of bonds representing the fifth of the amount of bonds in circulation. »;
16° to section 193 of the same Code are made the following amendments:
(a) in paragraph 1^erin the Dutch text, the words ", naargelang het geval" are deleted;
(b) in paragraph 1^erin the French text, the words "approval of" are deleted;
(c) in paragraph 2, the words "individual corporation" are replaced by the words "private corporation";
17° to Article 198, § 1^er, fifth of the same Code, the words "of a private limited liability corporation, an anonymous corporation, or a share-sponsored corporation" are replaced by the words "an anonymous corporation, a limited liability private corporation, a limited liability cooperative corporation or a limited liability partnership";
18° to Article 201 of the same Code, the words "under a social reason" are deleted;
19° to section 204 of the same Code, the word " reason" is replaced by the word "name";
20° to article 229, paragraph 1^erthe following amendments are made to the Code:
(a) the provision of 2° shall be replaced by the following provision:
"2° of the effective release of capital and shares pursuant to section 223, as well as of the part of the capital of which they are deemed to be subscribers under the 1°";
(b) at 3°, the words ", directly or through certificates" are inserted between the word "signed" and the words "in violation";
21° to article 288, paragraph 4, of the same Code, the words "In the hypothesis referred to in this article, the limitations resulting from section 277 are not applicable" are replaced by the words "Despite any provision to the contrary, the limitations resulting from section 277 are not applicable in the hypothesis referred to in this section";
22° to section 304 of the same Code are made the following amendments:
(a) in paragraph 1^er, the words "subscribe its own shares" are replaced by the words "subscribe its own shares or certificates related to those shares, issued at the same time as those shares";
(b) in paragraph 2, the words "of the shares or certificates referred to in paragraph 1^er are inserted between the word "subscribed" and the words "in its own name";
(c) paragraph 3 is replaced by the following provision: "All rights relating to shares or certificates referred to in paragraph 1^er, subscribed by the company or its subsidiary, are suspended, until such shares or certificates have been alienated. »;
23° in section 314, 3°, of the same Code, the words ", directly or through certificates" are inserted between the words "submitted shares" and the words "in violation";
24° to article 334, paragraph 1^erthe following amendments are made to the Code:
(a) the words "or titles" are replaced by the words "or shares";
(b) the words "existing titles" are replaced by the words "existing shares";
(c) the words "and all the titles it holds and which can be converted or give right to subscription or exchange in shares of the corporation" are deleted;
25° to article 343, paragraph 3, of the same Code, the words "Articles 39, 5°, and 45" are replaced by the words "Articles 39, 5°, and 43";
26° to section 345 of the same Code, the following amendments are made:
(a) at 1° the words "managers, commissioners and liquidators" are replaced by the words "managers and commissioners";
(b) at 3° the words "by Article 226" are replaced by the words "by Articles 226, 307 and 308";
27° to article 347, 2°, of the same Code, the words "at articles 321 to 328" are replaced by the words "at articles 321 to 327";
28° in the French text of Article 403, 4°, of the same Code, the words ", having appeared to the act in person or by warrant holders", are deleted;
29° in the Dutch text of article 405, 3°, of the same Code, the words "in rechtstreekse" are inserted between the words " die het onmiddellijke" and the words "gvolg is";
30° to section 433, 3°, of the same Code, the words "by articles 402 and 420" are replaced by the words "by articles 402, 420 and 421";
31° to Article 436, § 2, of the same Code, the words "if it translates in a complete, faithful and correct way the situation of society" are replaced by the words "if the net assets have been overvalued there";
32° to article 438, paragraph 1^er, in the same Code, the words "or an entry to a securities exchange, or to another regulated market, within the meaning of section 1^er, § 3, of the Law of 6 April 1995 on secondary markets, the status of investment companies and their control, to intermediaries and investment advisers, recognized by the King as equivalent for the application of this Article, are replaced by the words "or an admission to quota within the meaning of Article 4";
33° to section 456, 2°, of the same Code, the words "as well as of" are replaced by the words ", of" and the provision is supplemented by the words "and the effective release of the part of the capital of which they are deemed to be subscribers in accordance with the 1°";
34° in Article 457 of the same Code, the words ", directly or through certificates" are inserted between the word "subscribed" and the words "in violation";
35° to section 466 of the same Code are made the following amendments:
(a) in paragraph 2, 2°, the word "titles" is replaced each time by the word "actions" and in the French text the words "that they represent" are replaced by the words "that they represent";
(b) in paragraph 3, 2°, the words "of shares" are replaced by the words "of obligations" and the words ", as well as the nominal value of the titles or the social part they represent" are deleted;
36° in section 481, 2°, of the same Code, the words "in section 558" are replaced by the words "in section 560";
37° in the Dutch text of Article 484 of the same Code, the words "in zijn ze onmiddellijk verhandelbaar" are deleted;
38° in section 542, paragraph 2, of the same Code, the words "These" are replaced by the words "These titles";
39° Article 560, paragraph 4, of the same Code, is replaced by the following provision:
"Despite any provision to the contrary in the statutes, each of the beneficiary shares shall, in the hypothesis referred to in this article, grant the right to vote in its class, the limitations resulting from Article 544 shall not apply and the General Assembly shall:
1° to gather in each category the conditions of presence and majority required for a modification of the statutes;
2° admit any holder of cuts to take part in the deliberation, in his category, the votes being counted on the basis of a voice to the weakest cut. »;
40° in the Dutch text of Article 577 of the same Code, the word "stregerechtigde" is deleted;
41° to section 585 of the same Code are made the following amendments:
(a) to § 1^erParagraph 1^er, the words "no certificates related to these shares and issued at the time of issuance of these shares" are inserted between the words "subscribe their own shares" and the words ", not directly";
(b) to § 1^er, paragraph 2, the words "of shares or certificates referred to in paragraph 1^er are inserted between the words "signed" and the words "in its own name";
(c) § 1^er, paragraph 3, is replaced by the following provision: "All rights relating to shares or certificates referred to in paragraph 1^er subscribed by the company or its affiliate are suspended, until such shares or certificates have been alienated";
(d) in § 2, the words “or certificates referred to in § 1^er are inserted between the words "actions" and the words "of a society";
42° in the Dutch text of article 587 of the same Code, the words "In geval van agio op de nieuwe aandelen moet deze" are replaced by the words "Indian een uitgiftepremie op de nieuwe aandelen wordt gevraagd, moet het bedrag van deze premie";
43° Article 598, paragraph 2, of the same Code is replaced by the following provision:
"In addition, the issuance price, for listed companies, cannot be less than the average of the thirty-day courses prior to the day on which the program began. »;
44° in the Dutch text of article 599 of the same Code, the words "in het kader van het toegestane kapitaal" are deleted;
45° in the Dutch text of Article 605, 1°, of the same Code, the words "of van warrants" are inserted between the word "bonds" and the word "waarbij";
46° to article 610, 3°, of the same Code, the words ", directly or through certificates" are inserted between the word "subscribed" and the words "in violation";
47° to article 614, paragraph 1^erin the same Code, the words "in article 623, § 2, 5°" are replaced by the words "in article 622, § 2, paragraph 2, 5°";
48° to section 620 of the same Code are made the following amendments:
(a) to § 1^erParagraph 1^er, 5°, the second sentence is replaced by the following:
" Similarly, listed companies may purchase their own shares or certificates on the stock exchange, without an offer of acquisition to shareholders or certificate holders. »;
(b) § 2, paragraph 1^er, is replaced by the following provision:
"The listed companies must report to the market authority or, with respect to regulated markets, to the market authorities designated by the King, the transactions they plan to carry out under § 1^er.
49° to article 622, § 2, paragraph 2, of the same Code are made the following amendments:
(a) 1° is replaced by the following:
"the shares or certificates listed within the meaning of section 4, provided that they may be alienated by the board of directors under an express statutory provision";
(b) at 5°, the words "at 623" are replaced by the words "at 614";
50° to section 647 of the same Code, the following amendments are made:
(a) at 1°, the words "of shareholders or bonds" are inserted between the words "the general assembly" and the words "in three weeks" and the words ", in accordance with 532" are deleted;
(b) at 3°, the words "articles 451, 453 and 590" are replaced by the words "articles 451, 453, 588, 589 and 590";
(c) at 4°, the word "van" is, in the Dutch text, inserted between the words "naar gelang" and the words "het geval" and the words "in the case where these are provided by this book" are replaced by the words "as provided for in Articles 444, 447, 582 and 602";
51° to section 648 of the same Code are made the following amendments:
(a) the 4°, 5° and 6° respectively become the 5°, 6° and 7°;
(b) a new 4°, which reads as follows, instead of the 4°, becomes the 5°:
"4° those who have contained in article 438, paragraphs 1^er 3";
52° to Article 653 of the same Code, the words "of the admission of a corporation to the first market of a securities exchange, to the official rating of a securities exchange located in a Member State of the European Union or on another regulated market, within the meaning of Article 1^er, § 3, of the law of April 6, 1995 on secondary markets, the status of investment companies and their control, to intermediaries and investment advisers, recognized by the King as equivalent for the application of this article, are replaced by the words "intake to quota within the meaning of Article 4 of a title of society";
53° to article 654 of the same Code, the word "aansprakelijkelijke" is replaced, in the Dutch text, by the word "aansprakelijke" and the words "associates who engage only a fixed bet, that one appoints commandidaires" are replaced by the words "sponsored partners who have the shareholders' quality and who only undertake a specified bet"
54° in the Dutch text of article 659, paragraph 2 of the same Code, the word "Zij" is replaced by the words "De algemene vergadering";
55° Article 748, § 1^er, the same Code is supplemented by the following paragraph:
"However, where companies are limited liability cooperative companies, the project and reports referred to in paragraph 1^er shall not be transmitted to partners in accordance with paragraphs 2 and 3. »;
56° to article 783, paragraph 2, of the same Code, the word "external" is added, in the French text, in fine after the words "expert accountant";
57° to section 818, paragraph 2, of the same Code, the words "by several managers acting jointly" are replaced by the words "by one or more managers designated specifically or by several managers jointly";
58° in the French text of Article 821 of the same Code, the words "issue their vote in writing or" are deleted;
59° to section 843 of the same Code are made the following amendments:
(a) paragraphs 1^er2 and 3 are renumbered in § 1^erParagraphs 1^er2 and 3;
(b) a § 2 is inserted as follows:
“§2. By derogation from section 2, § 2, the groupings constituted in accordance with this Code shall be deemed to be devoid of the legal personality for their taxation of income.
Such groups are not subject to such taxes. The profits or profits distributed or not distributed, as well as the debits of the members, shall be deemed to be profits or profits of the members and taxed in their leader according to the regime applicable to them.
These profits or profits are expected to be paid or awarded to members on the closing date of the accounting year to which they relate, the share of each person in the profits or profits not distributed being determined in accordance with the terms of the contract or, if not, by the virile share. »;
60° in the French text of article 867, 4°, of the same Code, the word "just" is inserted between the words "any other" and the word "wise".
Art. 3. In the introductory sentence of Article 6 of the Act, the words "Article 1^er, 1°" are replaced by the words "Article 1^erParagraph 1^er, 2°".
Art. 4. In Article 9 of the Act, the words "Article 16, § 1^er are replaced by the words "Article 15, § 1^er "
CHAPTER III. - Amendments to the Act of 17 July 1975
on business accounting
Art. 5. In section 14 of the Act of 17 July 1975 on business accounting, renumbered and amended by the Act of 7 May 1999, the words "section 14" are replaced by the words "section 13".
Art. 6. In Article 15, § 2, paragraph 2, of the Act, renumbered and amended by the Act of 7 May 1999, the words "Article 15" are replaced by the words "Article 14".
CHAPTER IV. - Entry into force
Art. 7. This Act comes into force on the same day as the Act of 7 May 1999 containing the Corporations Code.
Promulgate this law, order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 23 January 2001.
ALBERT
By the King:
Minister of Justice,
Mr. VERWILGHEN
Seal of the state seal:
Minister of Justice,
Mr. VERWILGHEN
____
Note
Previous documents:
House of Representatives.
Doc. 50 0978 (2000-2001):
001: Bill by Mr. Grafé et al.
002: Amendments.
003: Report.
004: Text adopted by the commission.
005: Text adopted in plenary and transmitted to the Senate.
See also:
Full report: 21 December 2000.
Senate.
. . . . . . .