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In Belgium’s corporate framework, the Annual General Meeting (AGM) plays a central role in ensuring transparent governance. The obligation to hold an AGM is set out in the Code of Companies and Associations (CCA). This article outlines the key AGM rules, including timing, notice requirements, electronic participation, and voting thresholds, helping companies meet their statutory obligations with confidence.
When must the AGM be held, and can it be postponed?
Under the CCA, companies must hold their AGM within six months after the end of the financial year, at the time and place set out in the Articles of Association. This rule ensures shareholders receive timely access to the Annual Accounts and information on the company’s performance.
In practice, the management body may postpone the decision to approve the Annual Accounts by up to three weeks. This limited flexibility allows companies to resolve last-minute issues or clarifications. Other agenda items remain valid unless the general meeting decides otherwise.
What happens if AGM deadlines are missed?
Failure to comply with AGM timing requirements may lead to administrative fines and regulatory scrutiny. If the three-week postponement expires without approval of the Annual Accounts, the risk increases. Directors may face personal liability where delays cause harm to third parties. In serious cases, criminal sanctions may apply.
Timely compliance is therefore more than a formality. It is a core element of sound governance and legal protection for both directors and shareholders.
What belongs on the AGM agenda?
At an AGM, shareholders usually:
- take note of the board report and any special report, such as an alarm bell report;
- take note of the auditor’s report, where applicable;
- approve the Annual Accounts and decide on the appropriation of results;
- grant discharge to directors and auditors; and
- appoint or reappoint directors and auditors.
Matters such as amendments to the Articles of Association or capital changes fall outside the scope of the AGM and require an extraordinary general meeting.
How should shareholders be notified?
Notice requirements depend on whether the company is listed.
For non-listed companies, the AGM notice must be published at least 15 days before the meeting in the Moniteur belge and a national newspaper.
For listed companies, stricter rules apply. A 30-day notice period is required to give shareholders sufficient time to prepare and participate.
These notice periods support transparency and equal access to shareholder decision-making.
Can AGMs be held electronically?
Yes. The CCA expressly allows electronic AGMs and board meetings. This approach reflects modern governance needs and lessons learned during the Covid-19 pandemic. Remote meetings enable broader participation and support business continuity.
To rely on this option, companies should ensure their Articles of Association explicitly allow electronic participation and voting. This step confirms that virtual meetings carry the same legal effect as physical ones.
Proxy voting also remains available. Shareholders who cannot attend may appoint a representative, helping to maintain quorum and participation in both hybrid and fully remote meetings.
How does proxy voting work?
Shareholders may vote in person or by proxy. A proxy is a power of attorney granted for a single meeting or a defined period. It may remain valid for successive meetings with the same agenda.
In listed companies, each shareholder may appoint only one proxy per meeting, although different proxies may be used for different share classes or accounts. Any restrictions in the Articles of Association on proxy appointments are disregarded.
The proxy must be signed, either handwritten or electronically, and submitted to the company at least six days before the meeting, including by email where permitted. Proxies must follow voting instructions, retain records for at least one year, and confirm compliance upon request. Where a conflict of interest exists, it must be disclosed, and specific voting instructions are required for each agenda item.
Why strategic planning matters for AGM resolutions?
Some AGM resolutions, including amendments to the Articles of Association or changes to the corporate object, require enhanced majorities. These decisions shape the company’s long-term direction and demand broad shareholder support.
Careful preparation of the agenda, supporting documentation, and voting strategy is therefore essential to ensure smooth decision-making and legal validity.
What’s next?
Managing an Annual General Meeting in Belgium requires careful planning and full awareness of statutory timelines. For more insights into AGM processes in other jurisdictions, explore our article Annual General Meeting in Slovenia: A Practical Guide for Compliance Professionals.
Klea supports effective entity management through centralised governance, automated compliance, and secure collaboration tools. Businesses seeking a more efficient governance framework can take the following steps:
- Request a Demo – See Klea’s new register integrations in action.
- Start a Trial – Experience how automation simplifies access to company data and reduces manual work.
- Talk to Our Experts – Receive personalised guidance on optimising your entity management processes.
Company secretarial software solutions play an essential role in today’s organisations, ensuring structured governance, consistent compliance, and reliable legal data. With Klea, companies can maintain efficiency, transparency, and control across all entities.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.