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The path of the cross for the publication of a change in the board of directors
Changes to the composition of the board of directors are a frequent occurrence for an association: appointment/removal of directors, renewal of their term of office, temporary replacement, etc. All such changes must be published in the Belgian Official Gazette in order to be effective against third parties.
All such changes must be published in the Belgian Official Gazette in order to be binding on third parties. At the same time, the Crossroads Bank for Enterprises register (BCE) and the register of beneficial owners (UBO) must be updated.
Associations are well aware of the real headache that publication of a deed at the Court Registry can represent: multiple forms to sign, a series of documents to produce (copies of directors' identity cards, private addresses, etc.) which are rarely accepted as such by the registrar, etc.
In short, for an association, publishing an amendment to its board of directors is no easy matter.
The new legal obligation arising from the Law of 4 May 2023
The Act of 4 May 2023 creating the Central Register of Director Bans has added an additional obligation. This new register must enable the clerk’s office of the court to check whether directors or persons delegated to carry out day-to-day management or candidates for appointment to such functions are not prohibited from exercising these functions (due to a conviction or bankruptcy).
A signed declaration
And this is where the procedure gets complicated: for a person's appointment to be published, in addition to the mandatory documents already in existence, a declaration on honor should now be submitted to the clerk’s office of the court stating that no director ban or measure equivalent to a director ban has been pronounced abroad.
What exactly does this declaration contain? Who must sign it? Is one declaration required per person? In what language must it be drawn up? The lack of information surrounding this declaration will undoubtedly be a source of many problems and therefore of delays in the publication of the deed by the clerk’s office of the court.
What risks does the person signing the declaration run?
One thing is certain: the body of the association that signs the document is risking a lot in this case. This is because it will have to accept liability on behalf of a director whose legal position in the country of origin it is often unaware of.
Rest assured, there are solutions!
Many years ago, we developed an all-in solution for publishing changes to an association's board of directors at the registry and updating the BCE and UBO register.
This all-in solution now also includes support in drafting the declaration on honor.