On October 23, 2023, a circular regarding the publication (french) of deeds was published in the Belgian Official Gazette. We have added a handy table of contents so that you can quickly navigate to a specific topic.
The purpose of this circular is to standardize the handling of publications by the registries of the various company courts.
Below we list the answers to the most frequently asked questions.
Identity cards
When dismissing or appointing a managerial position, a copy of both sides of their identity card (national register number) or foreigners card (BIS number) is requested.
If it is not possible to submit a copy of both sides of the identity documents of the member of the administrative body who is being replaced (e.g. the resigning director can no longer be contacted or refuses to cooperate), a representative of a member of the board can produce a document stating the reason why such a copy cannot be deposited.
If the person does not have a BIS number, a copy of the identity card or passport must be included upon resignation, and upon appointment proof of residence of residence that is not older than 3 months, even if a choice of residence has been made at, for example, the address of the registered office for the exercise of the mandate.
This data is used for the creation of the BIS number by the Crossroads Bank for Social Security
Signing of deeds
Article 1:9, § 1, first paragraph, of the RD CCA stipulates that when a filed document (deeds, decisions or documents) must be published in the Belgian Official Gazette, the filing of form I, section B at the registry, without prejudice to the electronic filing , must be accompanied by a copy signed by the person(s) authorized to represent the legal entity.
Documents that are deposited on paper at the registry of the company court in the context of the publication formalities of the CCA require an original handwritten signature of the authorized representative body or their authorized representative.
An electronic signature can be used for documents that can be filed digitally.
When an electronic document is printed, it is a copy, whereby a (qualified) electronic signature in principle loses its identification function as soon as the electronically signed document is printed, because the technical reliability of the electronic document is lost.
To address this problem, the electronic signature on documents created electronically can be materialized, for example:
i) via article XII.25, § 11 , Code of Economic Law, provided that the materialized signature meets the same conditions as for the advanced electronic signature,
ii) through the certification by a notary of an electronic signature in accordance with Article 1, paragraph 4, of the law of 25 ventôse year XI on the notary office;
or the copy (i.e. the document printed on paper) can be signed by a handwritten signature of one or more authorized members of the administrative body.
The articles of association of the legal entity determine who may bind it to third parties. Furthermore, the power of representation may not be entrusted to third parties. Only the bodies of the legal entity (administrative body, etc.) have the power of representation.
However, the general meeting or the administrative body may also instruct one or more persons to complete the publication formalities by using the associated signature (special authorized representative).
Management bans
Since August 1, 2023, registries must check the existence of a Belgian director ban in the Central Register of Director Bans (JustBan) via a “web service”.
Although it will be possible in the future for the registries to automatically carry out this check by entering the national register number, in practice a statement regarding the absence of a professional ban is requested for every (re)appointment.
We have drawn up a declaration regarding absence from professional prohibition (french) , which you can download and sign electronically.
Publications with and without power of attorney
If you make use of our services, it is advisable to provide us with a power of attorney in the decisions for the disclosure formalities. We can then carry out the necessary administrative formalities, including signing the publication forms.
If no power of attorney is provided, we must submit a power of attorney, (french) signed by the signer of the forms + a copy of both sides of his/her identity card.
