Mandatory amendment to the articles of association by 1st january 2024: forget about the stick, think about the carrot

The articles of association of all Belgian companies, associations and foundations must be amended to conform to the provisions of the Companies and Associations Code not later than 1st January 2024. The responsibility and liability for this mandatory amendment to the articles of association lies with the directors. They are personally and severally liable if the legal person or a third party suffers damage because the articles of association have not been amended. However, since directors only risk being held liable in case the failure to comply causes actual damage, the question arises of whether the imposed sanction is sufficient reason to amend the articles of association. Besides the proverbial stick, there is also a carrot though: the mandatory amendment to the articles of association provides a suitable opportunity to do away with the restrictions of the old law and to use the possibilities of the new law.