A foreign-owned company in Belgium that misses a statutory compliance deadline may find its corporate acts challenged, its registered office status disputed, or its shareholder resolutions voided under Belgian corporate legislation. The reform cycle that has reshaped Belgium's Wetboek van Vennootschappen en Verenigingen (Code of Companies and Associations, or WVV) over recent years has entered a new phase. Amendments effective from 2025 introduce tightened requirements for company registration, board governance, and the validity of shareholder resolutions. International groups that have not yet reviewed their Belgian subsidiaries face real exposure.
Belgium's corporate law reforms under the WVV introduce updated requirements for articles of association, registered office maintenance, and the conduct of board of directors meetings for all companies incorporated under Belgian law. The changes apply to both newly formed entities and existing companies, with a mandatory compliance window that closes in 2025 for most categories of legal person. Companies that fail to align their constitutional documents and governance procedures with the revised rules risk the legal invalidity of corporate acts taken after the effective date.
This alert explains what changed, which businesses are affected, and the five immediate actions that international companies operating in Belgium should take now.
What changed and when it takes effect
Belgium's corporate legislation has undergone a phased modernisation since the WVV replaced the earlier Companies Code. The most recent wave of amendments addresses three core areas.
Articles of association and company registration. The reforms extend and clarify the mandatory content that articles of association must include for naamloze vennootschap (NV. The Belgian public limited company) and besloten vennootschap (BV, the private limited company) structures. Provisions that were previously optional are now compulsory. Existing companies whose articles pre-date the reform cycle and have not been updated since the WVV's original entry into force must bring those documents into conformity. The deadline for existing entities to adopt conforming articles through a duly convened shareholder resolution is a hard legislative cut-off.
Registered office rules. The reforms reinforce the substance requirements attached to a company's registered office in Belgium. A registered office that is purely formal – with no genuine administrative link to Belgium – now carries a greater risk of regulatory challenge. Companies that rely on a service-address arrangement without complementary physical or operational presence should review that arrangement carefully against the updated criteria in Belgian corporate legislation.
Board of directors composition and decision-making. Revised rules govern the minimum composition of the board of directors for certain company types. The manner in which board decisions are recorded. Additionally, the circumstances in which a sole director structure remains permissible. The reforms also clarify the conditions under which decisions taken by written procedure or remote participation are legally valid.
The effective date for most of these changes is 1 January 2025. For companies that had already been incorporated before that date, a transitional period applied, but that window has now either expired or is closing imminently depending on the specific requirement.
Which businesses are affected
The reforms apply across all legal forms regulated by Belgian corporate legislation. The categories most exposed to immediate compliance risk are the following.
- Foreign groups with Belgian subsidiaries in the NV or BV form whose articles of association have not been reviewed since the WVV originally entered into force.
- Companies that use a registered office address provided by a third-party service provider without a complementary operational presence in Belgium.
- Single-member companies and sole-director structures whose constitutional documents do not reflect the updated permissibility conditions.
- Companies that adopted remote or written-procedure governance during or after the pandemic period without updating their articles to authorise those methods in conformity with current Belgian corporate legislation.
- Holding entities that conduct cross-border mergers and acquisitions in Belgium and rely on Belgian subsidiary boards to pass resolutions approving transaction steps.
The threshold question is straightforward: if a company is incorporated in Belgium, or if a foreign entity has registered a branch with a Belgian registered office, the reform requirements apply. There is no revenue threshold or employee count that exempts a company from these governance obligations.
For international groups, the practical risk is that a shareholder resolution passed by a non-conforming board. Alternatively. An act taken under articles that have not been updated, may be challenged for invalidity by a counterparty, a minority shareholder, or a Belgian court. Engaging a lawyer in Belgium with corporate governance expertise before the compliance window closes is a materially lower cost than remedying an invalidated transaction after the fact.
To receive an expert assessment of your Belgian company's compliance position under the 2025 reforms, contact us at info@ferrazwhitmore.com.
What to do now: five immediate actions
International companies should treat the following steps as urgent priorities.
1. Audit existing articles of association. Commission a legal review of the current articles of association for each Belgian entity. The review should identify any provision that is now inconsistent with the WVV as amended, and any mandatory content that is absent. A law firm in Belgium with WVV expertise can produce this audit efficiently from the publicly registered documents held at the Kruispuntbank van Ondernemingen (KBO. The Belgian Crossroads Bank for Enterprises), combined with any privately held constitutional documents.
2. Pass a conforming shareholder resolution. Where the audit reveals non-compliant articles, a shareholder resolution must be convened and passed to adopt amended articles. The resolution must satisfy the quorum and majority requirements in Belgian corporate legislation for amendments to the constitutional documents of the relevant company type. The amended articles must then be filed and published through the KBO. Delays in scheduling the general meeting or extraordinary session create direct exposure.
3. Review the registered office arrangement. Verify that the registered office address has the substance required under the updated rules. If the current arrangement relies solely on a domiciliation service, assess whether additional operational anchoring is needed. Companies managing Belgian corporate matters across borders should review this alongside their corporate law obligations in Belgium more broadly.
4. Update board governance procedures. Confirm that the board of directors composition, decision-making procedures, and minute-keeping practices conform to the 2025 requirements. If remote participation or written procedure has been used without explicit authorisation in the articles, take corrective action before the next board cycle.
5. Map transaction timelines against the compliance deadline. If a Belgian entity is involved in a planned transaction. whether a share transfer, an asset deal. Alternatively. A group restructuring. verify that all corporate authorisations required for that transaction will be passed by a legally conforming board acting under conforming articles. An invalidated board resolution can block a transaction closing and trigger contractual liability under deal documentation.
Companies that have already addressed these points under the original WVV implementation should still conduct a targeted re-check. The 2025 amendments introduced requirements that were not present in the original text, and a compliance posture that was adequate in 2020 may no longer be sufficient today.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice covers company registration, articles of association drafting, board governance advisory, and shareholder resolution management for Belgian and EU-incorporated entities. We combine Portuguese civil law expertise with English common law tradition to support international entrepreneurs, institutional investors, and in-house counsel who operate across multiple legal systems. Our attorneys have advised on corporate governance and M&A matters across both civil law and common law systems, and the firm participates in cross-border practice groups focused on European corporate legislation. As an international law firm working with clients who need a lawyer in Belgium and across the wider EU, we deliver results-oriented counsel without jurisdictional borders. To discuss your Belgian compliance position under the 2025 reforms, contact us at info@ferrazwhitmore.com.
Published: February 08, 2026 | Author: Daniel Ferreira, Managing Partner
Daniel Ferreira is a Managing Partner at Ferraz & Whitmore with over 18 years of experience in Portuguese and European corporate law, M&A transactions, and cross-border restructuring. He advises international businesses on market entry, regulatory compliance, and dispute resolution across the EU and Atlantic jurisdictions.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.