On April 3, 1995, Belgian Parliament has enacted the Act on the Reform of Company Law.
Article 20 of this Act modifies article 67 of the Company Law. The charter of a societe anonyme may stipulate that the board of directors can decide by unanimous written consent of all directors in exceptional circumstances which are justified by the urgency and the company's interest. The final text of the Act is less flexible than the proposal to the extent that the proposal did not limit the use of the procedure to exceptional situations.
In addition, the procedure cannot be followed for the adoption of the annual accounts, the increase of the corporate capital and any other resolution excluded by the charter.
Article 16 of the Act modifies article 55, first paragraph of the Company Laws. The board of directors of a societe anonyme normally requires three members.
However, if the company has been incorporated by two persons or if it is established at a general shareholders' meeting that there are only two shareholders left, a board of two directors suffices. In such case, the statutory provision which stipulates that the president of the board has a casting vote does no longer apply until the board has three members again.
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.
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