6 - Belgium

Summary

Introduction

1. The Cross-border Merger Directive has been implemented in Belgium by the Omnibus Act of 8 June 2008 (I). This Act amended the Company Code by introducing a new section on cross-border mergers. It also provides that the provisions applicable to domestic mergers shall apply unless provided otherwise in the section on cross-border mergers.

Scope of the new rules

2. The new rules on cross-border mergers apply to all companies governed by the Company Code, i.e. public limited liability companies (société anonyme/naamloze vennootschap) (SAs), partnerships limited by shares (société en commandite par actions/commanditaire vennootschap op aandelen) (SCAs) and European companies (SEs), in addition to cooperatives (société cooperative/coöperatieve vennootschap), private limited liability companies (société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid) (SPRLs) and European cooperative societies (SCEs). The rules also apply to companies with unlimited shareholder liability (i.e. general partnerships). However, in this case the company can only benefit from the rule that a merger by operation of law shall be deemed to result from an assignment of all rights and obligations (assets and liabilities) if the national law of the Member States where the other participating companies are located so allows (see Chapter 1, no 5 of this book). Neither agricultural companies nor economic interest groupings can participate in a cross-border merger (Art. 670 Company Code).