Proposition 51K0748

Projet de loi modifiant le régime transitoire prévu par la loi du 7 mai 1999 contenant le Code des sociétés.

General information ¶

Author

N-VA Geert Bourgeois

Submission date

Jan. 28, 2004

Official page

Visit

Status

Adopted

Requirement

Simple

Subjects

firm governed by commercial law

Voting ¶

Voted to adopt

CD&V Vooruit Ecolo LE PS | SP Open Vld N-VA MR FN VB

Contact form ¶

Do you have a question or request regarding this proposition? Select the most appropriate option for your request and I will get back to you shortly.

Discussion ¶

Feb. 5, 2004 | Plenary session (Chamber of representatives)

Full source

Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, Mr. Speaker, etc.

Since this proposal was examined at the meeting of the Commercial Law Committee on Tuesday 3 February, I am obliged to submit an oral report.

In his introductory speech, Mr. Bourgeois, the author of this proposal, specified that under the law of 7 May 1999 containing the Company Code, companies have until 6 February 2004, that is tomorrow, to adapt their statutes to the new Company Code.

In reality, however, almost half of the companies have not yet done so, and that, for various reasons. Several organizations have requested an extension of the deadline. The arguments are as follows: - the originally planned date will no longer be respected; - an accelerated and forced adaptation may cause difficulties to the Bank-Cross-Corporation and the registered offices of the commercial courts; - when notaries will have direct access to the Bank-Cross-Corporation and when the bank of statutes announced by the government during its conclave in Gembloux will begin to operate, the cost of these changes to the statutes will decrease, and this will also increase the speed in the input of data.

The Royal Federation of Notaries of Belgium has pledged for an extension of the period until the Bank of Statute is operational. An extension of the deadline until 1 January 2005, as provided for in the original bill, did not seem sufficient; they requested an extension of the deadline until 1 October 2005, which is why Mr. Bourgeois, the main author, together with other colleagues, filed an amendment aimed at providing for the entry into force of this law on 1 October 2005. It should also be noted that, as regards the penalty, Mr. Bourgeois had drawn attention to the fact that any interested person could request the dissolution of a company that does not meet these legal conditions, which risked further overloading the courts.

During the discussion that lasted very little time, Article 1 did not give rise to any observations. With regard to Article 2, we had interventions from colleagues Lano, Wathelet, Van der Auwera, Deom, Baeke and Schoofs. The representative of the Minister of Justice also intervened in this discussion, saying that he was in favor of the amendment that had been filed and this bill. No observations were made with regard to Article 3.

All articles and amendment No. 1 were adopted unanimously, as well as the whole proposal.

I would just like to clarify that paragraph 3 of the bill should also have been amended, following the amendment of paragraph 1 er. This is a technical correction that can be made after the vote on this proposal, at least if the House decides to adopt it.

Mr. Speaker, Mrs. Minister, colleagues, Mrs. Barzin has delivered an excellent report. I will not repeat what is all in the bill and what are the motives for coming to this delay. I think it is a good thing for business, for the workload of the notaries and for the workload of the offices. It will also result in significant savings in administrative burdens and costs.

We have done well in the committee to reach consensus on the notary’s request to grant a deferral until 1 October 2005, because at that time the statutory database will be fully operational and everything can be done electronically, with less costs and inconvenience for the offices and the notary. Meanwhile, the companies that hold general meetings in the first half of next year, due to their dynamics, will also very often hold extraordinary general meetings, so there will be a very large spread of workload. Their

I would like to thank all the colleagues who contributed to this bill. We worked very quickly, Mr. Speaker — it was also urgent — since a week after consideration can already be passed to the vote on it.