Reform of Company Law in Belgium : impact for Intellectual Property Rights (IPR) holders

Since May 1st, 2019, the new Companies and Associations Code has entered into force in Belgium. The final text, adopted in February of this year, results in a very welcome simplification of the existing Code.

One of the key features is the strong reduction of the number of corporate forms.

These company forms are indeed now limited to :

  • Partnership;
  • Cooperative company (CV/SC);
  • Private limited liability company (BV/SRL);
  • Public limited liability company (NV/SA).

There are three phases for the implementation of this measure:

  • As of May 1st 2019,  it will only be possible to create a new company using one of these new forms.
  • Existing legal entities will have until January 1, 2024 to voluntarily amend their articles of association. After this date, companies whose corporate form no longer exists will automatically be assigned the closest legal form.
  • In any case, from 1 January 2020 on, this change will be mandatory with every amendment to the articles of association.

This legal reform thus greatly impacts Belgian companies and consequently Belgian holders of IPR for which registration was required (such as patents, trademarks and designs), in the event that this same filing was made by a legal entity under its corporate form.

Indeed, as soon as the legal form of the company is updated in the articles of association, this change should be reflected in the company’s IPR registration(s) worldwide.

Regarding Benelux trademarks and designs, this modification must be recorded at the Benelux Office for Intellectual Property (BOIP). You can find more information on BOIP website here.

For patents, the change must be notified to the Belgian Intellectual Property Office (OPRI/DIE). Guidelines on this topic will still be published by the Office on the FPS Economy website by the end of 2019.

In other jurisdictions such modification will also be necessary, although the required formalities may vary.

Please do not hesitate to contact us (ip@kirkpatrick.eu) should you wish to update your company details in the IP registries. We will be happy to assist you with any questions you may have concerning this topic.