Annual General Meeting Belgium Explained for Full Compliance

In Belgium’s dynamic corporate landscape, the Annual General Meeting (AGM) is a cornerstone of transparent governance, mandated under the Code of Companies and Associations (CCA). This article explores the essential rules governing AGMs, from timing and notifications to electronic participation and compliance risks, helping businesses navigate their statutory obligations confidently and efficiently.

When must the AGM be held, and can it be postponed?

The CCA requires companies to hold their AGM within six months after the end of the financial year, at the time and place indicated in the Articles of Association. This ensures that shareholders receive timely access to the company’s Annual Accounts and updates on its performance.

In practice, the Management Body may postpone the decision to approve the Annual Accounts for up to three weeks. This flexibility allows companies to address last-minute discrepancies or clarifications. Importantly, other agenda items remain valid unless the general meeting decides otherwise.

What happens if AGM deadlines are missed?

Non-compliance with AGM timing can expose companies to administrative fines and regulatory scrutiny. When the three-week grace period lapses without the Annual Accounts being finalised, the situation escalates. Directors risk personal liability if delays in approval or publication cause harm to third parties. In extreme cases, criminal sanctions may also apply.

Therefore, punctual adherence is not merely procedural, it is a key measure of governance integrity and legal protection for both directors and shareholders.

What belongs on the AGM agenda?

Shareholders typically: take note of the board report and any special report (for example, alarm bell cases), take note of the auditor’s report if applicable, approve the Annual Accounts and decide on appropriation of results, grant discharge to directors and auditors, and appoint or reappoint directors and auditors. Matters like amendments to the Articles of Association or capital changes require an extraordinary general meeting.

How should shareholders be notified?

The notification requirements depend on whether the company is listed or not.

• 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, the rules are stricter: a 30-day notice is required, ensuring that shareholders have sufficient time to prepare and participate.

These notice periods aim to promote transparency and ensure equal access to decision-making for all shareholders.

Can AGMs be held electronically?

Yes. Following modern governance trends and the challenges posed by the Covid-19 pandemic, the CCA expressly allows both electronic AGMs and Board meetings. Companies can now hold meetings remotely, enabling broader participation and ensuring business continuity even during disruptions.

To leverage this flexibility, companies should update their Articles of Association to explicitly permit electronic participation and voting. This ensures that virtual meetings have the same legal validity as those held in person.

In addition, proxy voting remains a valuable tool for engagement. Shareholders unable to attend can appoint a representative to vote on their behalf, maintaining inclusivity and quorum even in hybrid or fully remote settings.

What voting thresholds apply at the AGM?

Unless the law or Articles of Association state otherwise, the shareholders’ meeting decides by simple majority. Some decisions require special majorities:

• Amendment of the Articles of Association
  • Attendance quorum: at least half of the capital (SA/NV) or half of issued shares (BV/SRL). If not met, a second meeting is called without attendance quorum.
  • Voting quorum: three-quarters of votes, disregarding abstentions.
• Change of corporate object
  • Attendance quorum: same as for amending the Articles of Association.
  • Voting quorum: four-fifths of votes, disregarding abstentions.
• Modification of class rights
  • Apply the same attendance and voting thresholds, within each class of shares concerned.

How does proxy voting work?

Shareholders may vote in person or by proxy. A proxy is a power of attorney for one meeting or a defined period and can remain valid for successive meetings with the same agenda. For listed companies, a shareholder may appoint only one proxy per meeting, yet may use different proxies for different share classes or accounts. Any restrictions in the Articles of Association on appointing proxies are disregarded so shareholders can freely choose representatives.

The proxy must be signed by the shareholder, handwritten or electronic, and communicated to the company at least six days before the meeting by email where applicable. Proxies must follow voting instructions, keep records for at least one year, and confirm compliance upon request. If there is a conflict of interest, the proxy must disclose facts and obtain specific instructions for each agenda item.

Why strategic planning matters for AGM resolutions

Certain resolutions discussed at the AGM, such as amendments to the Articles of Association or changes to the company’s objectives, require special majorities. These decisions shape the company’s long-term direction and must reflect a broad shareholder consensus. Proper preparation, agenda design, and documentation are therefore essential to ensure smooth execution and legal validity.

What’s next?

Managing an Annual General Meeting (AGM) in Belgium demands precision, foresight, and full awareness of legal timelines. For deeper insights into European AGM practices, explore our article Navigating AGMs in Indonesia with Confidence.

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