Best Corporate Governance Lawyers in Brussels

About Corporate Governance Law in Brussels, Belgium

Corporate governance refers to the system of rules, practices, and processes by which companies are directed and controlled. In Brussels, as the administrative and business heart of Belgium and the European Union, corporate governance is governed by a blend of Belgian national laws and EU regulations. These frameworks provide guidance to ensure companies operate transparently, responsibly, and in the best interest of shareholders, employees, and other stakeholders. Good corporate governance is essential for establishing trust, promoting accountability, and mitigating risks for organizations operating in Brussels.

Why You May Need a Lawyer

Individuals and businesses may require legal assistance in corporate governance for a variety of reasons:

• Establishing a new company, including drafting articles of association and bylaws
• Ensuring compliance with Belgian and EU corporate regulations
• Restructuring businesses or handling mergers and acquisitions
• Resolving shareholder disputes or conflicts of interest
• Drafting and reviewing codes of conduct and board procedures
• Advising management and boards on fiduciary duties and liability
• Managing issues related to minority shareholder rights
• Understanding reporting and disclosure obligations
• Compliance with ESG (environmental, social, and governance) requirements
• Responding to investigations or regulatory inquiries

Local Laws Overview

Corporate governance in Brussels is primarily regulated under Belgian company law, which is set out in the Belgian Companies and Associations Code (Code des Sociétés et des Associations - Wetboek van Vennootschappen en Verenigingen), which came into effect in 2019. Key aspects include:

• Company Structure: Companies can be established as private limited companies (SRL/BV), public limited companies (SA/NV), and other forms, each with specific governance rules.
• Board Composition: Requirements regarding the minimum number of directors, independence criteria, and board diversity.
• Director Duties: Directors have fiduciary duties to act in good faith and in the best interests of the company and its shareholders.
• Shareholder Rights: Rules on voting, minority rights, and transparency for shareholders.
• Disclosure Obligations: Large companies must comply with strict transparency and disclosure norms, particularly if listed on the stock exchange.
• Corporate Social Responsibility: Companies are encouraged to consider ESG factors and can be subject to specific reporting requirements.
• Regulatory Oversight: The Financial Services and Markets Authority (FSMA) oversees listed companies and ensures compliance with governance standards.

Frequently Asked Questions

What is the main law governing corporate governance in Brussels?

The Belgian Companies and Associations Code is the principal legislation governing corporate governance in Brussels and throughout Belgium.

What are the main duties of company directors in Belgium?

Directors must act in the company’s best interests with loyalty, care, and diligence, avoiding conflicts of interest and ensuring legal compliance.

Is board diversity a legal requirement in Belgium?

Belgian law requires gender diversity on the boards of listed companies, with at least one third of directors being of the underrepresented gender.

What rights do minority shareholders have?

Minority shareholders in Belgium have rights to information, to call general meetings, and to challenge decisions that are prejudicial to their interests.

Are companies required to disclose their corporate governance practices?

Yes, listed companies must publish a corporate governance statement annually, highlighting their structures, practices, and compliance with local codes.

Who regulates corporate governance in Brussels?

The Financial Services and Markets Authority (FSMA) supervises listed companies, while the Ministry of Justice oversees general company registration and compliance.

What are the consequences of poor corporate governance?

Non-compliance can result in fines, personal liability for directors, legal disputes, reputational damage, or even the dissolution of the company.

Is compliance with the Belgian Corporate Governance Code mandatory?

Compliance is mandatory for listed companies, following the “comply or explain” principle, where deviations must be justified in annual reports.

Can foreign investors establish companies in Brussels?

Yes, foreign individuals and entities can establish companies in Brussels, but must comply with Belgian corporate governance requirements.

How often must boards of directors meet?

Meeting frequency is determined by the company statute, but boards must meet often enough to fulfill their duties and comply with statutory obligations.

Additional Resources

Here are several organizations and resources useful for those seeking information or assistance regarding corporate governance in Brussels:

• Belgian Official Gazette (Moniteur Belge - Belgisch Staatsblad): For company registrations and legal publications
• Financial Services and Markets Authority (FSMA): Supervises listed companies and financial regulations
• FPS Justice (Federal Public Service Justice): Provides regulatory guidance and legal forms
• Belgian Institute of Company Auditors (IBR - IRE): Guidance on good audit and governance practices
• Corporate Governance Committee: Issues and updates the Belgian Corporate Governance Code
• Local bar associations: Can help in finding specialized legal professionals in corporate governance

Next Steps

If you require legal assistance in corporate governance:

• Clearly identify your needs, such as starting a new company, compliance advice, or resolving a dispute
• Gather all relevant documents related to your company, such as statutes, shareholder agreements, and recent annual reports
• Research and shortlist lawyers or law firms in Brussels specializing in corporate governance law
• Arrange an initial consultation to discuss your situation and receive professional advice
• Stay informed of changes in corporate legislation and discuss ongoing compliance reviews with your legal counsel