Key takeaways
- Any amendment to an SRL's articles of association must go through an extraordinary general meeting (EGM) and a notarial deed.
- The quorum at the first EGM is 50% of issued shares; if not reached, a second meeting may deliberate without any quorum requirement (art. 5:100 CSA).
- The required majority is three-quarters of votes cast for standard amendments, four-fifths for a change to the corporate object (art. 5:101 CSA).
- After signing before the notary, the extract is filed at the business court registry and published in the annexes of the Belgian Official Gazette: fee since 1 March 2026: 207.76 euros including VAT.
- The amendment is only enforceable against third parties from the date of publication in the Belgian Official Gazette.
An SRL's lifecycle regularly calls for adjustments to its articles: change of company name, amendment of the corporate object, transfer of the registered office, increase or reduction of share capital, or revision of share transfer rules. Each of these decisions follows a precise procedure governed by the Code des sociétés et des associations (CSA, the Belgian Companies and Associations Code). Amending an SRL's articles of association in Belgium means satisfying three cumulative requirements: a properly convened extraordinary general meeting (EGM), a qualified majority, and a notarial deed. Failing any one of them exposes the resolution to nullity.
Which amendments to the articles require an EGM?
The CSA distinguishes between acts falling within the day-to-day management (the governing body's remit) and those that fall within the exclusive competence of the shareholders in meeting. Any amendment to the articles of association belongs to the second category and cannot be delegated to the governing body, even if the articles so provided.
Conversely, certain adjustments can be made by the governing body without an EGM: updating the address of the principal establishment where the registered office as stated in the articles remains unchanged, or a purely formal adaptation required by law within the limits it authorises. If in doubt, advice from a notary avoids a burdensome procedure for a minor adjustment.
For companies being incorporated, the initial articles are drawn up during the SRL formation process. They form the reference framework that any later amendment will revise.
Quorum and majorities: the rules of article 5:100 CSA
The decision to amend the articles is an extraordinary decision. The CSA applies specific rules that differ markedly from those governing ordinary general meetings.
| Standard amendments (art. 5:100) | Change of corporate object (art. 5:101) | |
|---|---|---|
| Quorum at first notice | 50% of issued shares | 50% of issued shares |
| Quorum at second notice (if first quorum not met) | None | None |
| Required majority | 3/4 of votes cast | 4/5 of votes cast |
| Governing body report mandatory | ||
| Notarial deed mandatory |
One often overlooked point: if the 50% quorum is not met at the first notice, the amendment is not definitively blocked. A second meeting can be convened with the same agenda. That second meeting deliberates validly regardless of the number of shares represented, provided the qualified majority is reached.
For a change to the corporate object, the governing body must also prepare a detailed written report setting out the reasons for the proposed change, made available to shareholders before the meeting (art. 5:101 CSA). The absence of this report renders the resolution void, even if the majority is reached.
Convening the extraordinary general meeting
An EGM cannot be improvised. The statutory notice period is fifteen days before the date of the meeting (art. 5:83 CSA). The notice may be sent by ordinary mail, registered letter, or electronically if the shareholder has communicated an email address to the company. The articles may provide for stricter notice rules, but never less stringent than the law.
What the notice must contain
Date, time and venue of the meeting
Or the arrangements for remote participation if the meeting is hybrid or entirely online.
Detailed agenda
Each amendment to be deliberated must appear on the agenda explicitly. A point not listed on the agenda cannot be put to a vote.
Text of the proposed amendments
The exact wording of the new statutory clauses, so that shareholders can make an informed decision.
Governing body report (if the corporate object is being changed)
Document justifying the amendment, mandatory under penalty of nullity of the resolution (art. 5:101 CSA).
Representation arrangements
An absent shareholder may be represented by a proxy holder bearing a power of attorney, subject to any restrictions in the articles.
If a shareholder (or a group of shareholders holding at least 10% of the shares) requests that an additional item be added to the agenda, the governing body must comply before sending the notices (art. 5:83 CSA).
The procedure after the meeting: notary, registry and Belgian Official Gazette
Shareholder approval is a necessary but not sufficient condition. An amendment to the articles only takes effect against third parties after three successive steps.
- 1
EGM held and resolution adopted
Day 0The meeting adopts the amendment with the required quorum and majority. Minutes are drafted and signed by the meeting's chair and secretary.
- 2
Signing of the notarial deed
A few days to 2 weeksThe amendment is recorded in an authentic deed before a Belgian notary. The notary also drafts the coordinated articles incorporating the amendment.
- 3
Filing at the business court registry
Within 30 days of the deedThe notary files an extract of the deed at the competent business court registry (art. 2:8 §1 CSA). This filing triggers publication in the Belgian Official Gazette and the automatic update of the CBE.
- 4
Publication in the annexes of the Belgian Official Gazette
A few days after filingThe extract is published in the annexes of the Belgian Official Gazette (Moniteur belge). Since 1 March 2026, the fee is 207.76 euros including VAT for an amending act. It is from this date that the amendment becomes enforceable against third parties.
- 5
Crossroads Bank for Enterprises (CBE) update
Simultaneous with registry filingThe registry filing automatically triggers the update of modified data in the CBE. No separate filing with the CBE is required for a statutory amendment.
A practical note: between the EGM resolution and publication in the Belgian Official Gazette, the amendment exists legally between the parties but is not enforceable against third parties. Third parties who prove they were unaware of the amendment may rely on the former articles. It is therefore prudent not to notify business partners of a name or object change before publication takes effect.
Need support for your SRL?
Monsiegesocial supports founders and directors through the drafting and amendment of their SRL articles of association.
Common amendments and their specific features
Certain amendments call for particular attention.
A change of company name is among the most straightforward: an EGM resolution with a three-quarters majority suffices. It is nonetheless advisable to check in advance that the new name is available at the CBE and does not create a risk of confusion with an existing trademark or company.
A transfer of the registered office within the same linguistic region may fall within the governing body's remit if the articles so provide, but an EGM resolution is required as soon as the transfer entails an amendment to the statutory text. A transfer to another EU Member State follows a separate procedure governed by the cross-border mobility directive (see the article on cross-border company mobility in Belgium).
Amendments to share transfer clauses are common in growing SRLs: adding or removing pre-emption rights, modifying conditions for approving new shareholders. These clauses directly affect the balance between shareholders and require precise drafting, which should be entrusted to a notary or specialist lawyer.
The quorum and majority rules applicable to the extraordinary general meeting fit within the broader framework of SRL general meeting rules in Belgium, which are worth mastering for day-to-day governance.
Further reading
- SRL general meeting in Belgium: rules and formalities: notice, quorum and majority rules for all general meeting decisions
- Create an SRL in Belgium: steps, costs and timelines: to understand the initial articles structure and options available from incorporation
- Code des sociétés et des associations: the reference text for Belgian company law, available via the SPF Économie portal
