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Changing directors in Belgium goes beyond simple paperwork, it’s a legal process defined by the Companies and Associations Code (BCCA). Your company’s governance model, internal decisions, and external filings all shape the outcome. Whether you’re working with a BV, NV, or foreign branch, following each step correctly ensures smooth transitions and avoids penalties.
What governance structure applies to your company?
Your governance setup determines how director roles are defined and filled:
BV/SRL (Private Limited Liability Company): BVs can have one or more directors who may act independently or together. The law places no upper limit on their number unless your articles set one. If the director is a legal entity, it must name a permanent representative.
NV/SA (Public Limited Company):
- One-tier model: Requires a board of at least three directors (or two if there are fewer than three shareholders).
- Two-tier model: Splits roles between a supervisory board (strategy) and a management board (operations), each with three or more members.
- Sole director: Permitted if outlined in the articles. For listed companies, the sole director must be a public limited company governed by a collegiate body.
Branch offices: These entities don’t appoint directors but must designate at least one legal representative.
Who can appoint or dismiss directors?
In most cases, the general meeting of shareholders makes these decisions. However, the articles of association may set additional rules.
- BV: Directors have no fixed term. The shareholders can remove them without cause unless the articles impose limits.
- NV: Directors serve for up to six years and may be reappointed. In two-tier NVs, shareholders elect the supervisory board, which then appoints the management board.
When a vacancy occurs, co-optation allows boards to appoint temporary directors, subject to shareholder confirmation at the next meeting.
What steps are needed to change a director?
Board Meeting:
- A director calls the meeting, and notice must follow any rules in the articles.
- Directors with a conflict of interest must report it in writing and refrain from voting.
- The minutes should list attendees, agenda items, votes, and any declarations.
Shareholders’ Meeting:
- The meeting must meet quorum and voting requirements.
- The resolution should clearly identify the incoming or outgoing director and set out the term or any conditions.
You’ll need to amend the articles of association if the director is named there or receives new representation powers.
What documents must be filed?
Gather and prepare:
- A shareholder resolution confirming the change
- A resignation letter (if applicable)
- An acceptance letter from the new director
- A declaration of eligibility signed by the appointee
- Filing Forms I and II for the resignation and appointment
- ID/passport copies and proof of address
- A certified extract from the shareholder register if required
File all materials with the Crossroads Bank for Enterprises (CBE) and publish them in the Belgian Official Gazette.
What’s the deadline, and what if you miss it?
You must file the documents without undue delay, and the company court has 10 days to process the publication. Delays can lead to penalties, legal challenges, or even unenforceable changes.
Foreign directors must submit proof of identity and address. If they are non-EU nationals, they might also need to file a declaration of honour.
Do you need to update the UBO register?
Only when the director is also a beneficial owner, someone who owns over 25% of shares or controls the company. In these cases, update the register within one month.
What should the new director do next?
Upon appointment, the director must:
- Exercise diligence and act in the company’s best interest
- Represent the company according to its rules (individually, jointly, or through the board)
- Handle mandatory filings and ensure compliance
If the director takes on daily management, record this delegation formally. You may also need to update the articles if this alters the representation model.
What’s next?
Managing an officer change in Belgium demands structured documentation, timely filings, and clarity on roles. For more insights into processes in other jurisdictions, explore our article, Unlock Belgium’s AGM Protocol: Essential Insights For Business Triumph.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:
Request a Demo – See Klea in action for your organisation.
Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
Talk to Our Experts – Get tailored recommendations based on your entity management needs.
Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.
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For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalized guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.