Blurring fundamental distinctions in corporate law

The Code of Companies and Associations ('CCA') of 23 March 2019 has substantially overhauled Belgian company law. Among others, this reform blurs a number of deeply rooted distinctions. Firstly, this is the case for the distinction between the limited liability company (BV) and the stock corporation (NV). In the CCA, the BV becomes so flexible that it can assume almost all the functions of the NV. Secondly, the WVV further undermines the age-old distinction between traditional, profit-oriented companies and the non-profit sector. Similar developments can be observed in many other jurisdictions. This raises fundamental and practical questions about the usefulness and demarcation of the aforementioned legal forms and the application of doctrines that have developed against the background of the traditional distinctions.

Keywords:stock corporation, limited liability company, non-profit enterprise

Disciplines:Corporate law, Comparative law, Law and economics