Newsletter: The new CCA in the HR practice

The new Code of Companies and Associations (the “CCA”) is a fact. It was approved on 28 February 2019 and will soon be published in the annexes of the Belgian State Gazette. With this new code, company law becomes simpler and more flexible. The CCA follows the developments in Europe. The aim is to make our country more attractive for companies and associations. The (international) non-profit associations and foundations are now part of this code. The (international) NPA Act of 1921 is abolished.

But what does this new code mean for your HR practice? That is what we review in this Newsletter.

All company representatives, including directors of a public limited liability company (NV/SA), can now receive protection against dismissal (a notice period and/or indemnity in lieu of notice). The uncertainty as to whether members of a management committee (“directiecomité” / “comité de direction”) (which is also renamed the “management board”) are always self-employed or can exercise their mandate under an employment contract is over: they cannot work under an employment contract. A director cannot at the same time be a member of the management board. A permanent representative of a legal entity-director must be a natural person. Such natural person may not at the same time fulfil a mandate in the same management body in his or her personal name. Management bodies will be able to decide by way of written resolutions, without the strict conditions imposed by the current Companies Code. The liability of company representatives is limited, which will make it easier to secure insurance.

Below, we discuss these and other new elements in detail.

We hope you enjoy the read!