Key takeaways
- Daily management (art. 5:79 CSA) covers acts that do not exceed the everyday needs of the company, those of minor interest, or those of an urgent character: three alternative criteria, not cumulative ones.
- The administrative body can delegate this management to one or more people, directors or third parties, acting alone, jointly or collectively.
- The appointment decision becomes enforceable against third parties once published in the annexes of the Belgian Official Gazette; restrictions placed on the delegate's powers never are, even when published.
- The delegate answers for management faults under the same conditions as a director (art. 2:56 and 2:57 CSA), with the same liability cap.
- Absent a contrary clause, the delegate is removable at any time by the administrative body, without cause or compensation, under the general law of mandate.
A growing SRL cannot bring every supply purchase or every urgent reply to a customer before its administrative body. Delegating daily management is the legal mechanism that solves this: it hands routine acts to one or more appointed people, while leaving structural decisions with the administrative body. Art. 5:79 of the Companies and Associations Code (CSA) sets out precisely who can receive this delegation, what it covers, and what it never covers.
Daily management: the CSA's legal definition
Before the CSA, Court of Cassation case law (a 2009 ruling) required daily management acts to be both minor and urgent, two cumulative conditions. The CSA changed the rule: art. 5:79, second paragraph, defines daily management as acts and decisions that do not exceed the everyday needs of the company, or that, because of their minor interest, or because of their urgent character, do not justify the intervention of the administrative body.
In practice, this covers order processing, paying suppliers, routine correspondence, everyday staffing decisions, or an urgent contractual reply that cannot wait for a meeting of the administrative body. It excludes decisions that durably commit the company or change its structure: those remain reserved to the administrative body or the general meeting.
CSA
Delegation of daily management and the representation power attached to it
CSA
Delegate's liability for management fault, towards the company and third parties
CSA
Liability cap applicable to the delegate as to the director
Who can be appointed daily management delegate
The administrative body decides on the appointment alone: no involvement of the general meeting is required, unless the articles of association provide otherwise. The delegate or delegates can be chosen among the directors themselves (referred to as a managing director) or among third parties to the company, natural or legal persons, employees or independent contractors.
What the administrative body must set at appointment
The identity of the delegate(s)
One or more people, directors or not, can be appointed.
The mode of exercise
Alone, jointly (signature of several delegates required) or collectively (joint decision of a committee of delegates).
The exact scope of the delegated powers
The delegation covers daily management and the representation of the company for these acts; any extension beyond that must be formalised separately (special mandate).
Publication of the decision
Filing and publication in the annexes of the Belgian Official Gazette make the appointment enforceable against third parties.
A director can therefore combine a director's mandate with the delegation of daily management: this is the most common case in small SRLs, where the founding shareholder is both sole director and de facto daily management delegate. Delegation to a third party, employee or external executive (often referred to as a CEO in practice), remains distinct: it can come with an employment contract or a management agreement, provided a genuine subordination link exists towards the administrative body, which rules out this combination for a sole director carrying out daily management alone.
Powers and limits of the daily management delegate
The delegate acts within a strictly narrower scope than the administrative body. Beyond routine, minor or urgent acts, every decision falls back under the competence of the administrative body or, for the most structural matters, the general meeting.
| Falls within daily management | Falls within the administrative body or the GM | |
|---|---|---|
| Routine purchases, paying suppliers | ||
| Routine correspondence and staffing decisions | ||
| An urgent contract, even a financially significant one | ||
| Significant bank loan, strategic investment | Administrative body | |
| Appointment, removal or remuneration of a director | General meeting | |
| Amending the articles of association, distributing dividends | General meeting |
This boundary is not just a matter of good internal organisation: an act that exceeds daily management, but that the delegate signs anyway, can trigger their personal liability for having exceeded their mandate, even though the act remains enforceable against the third party in good faith who was unaware of the excess.
Enforceability against third parties: publication in the Belgian Official Gazette
The appointment of the daily management delegate(s) must be filed with the enterprise court registry and published in the annexes of the Belgian Official Gazette to become enforceable against third parties (art. 2:18 CSA, which sets the general enforceability regime for published decisions for any legal entity). Before that publication, a third party in good faith who was unaware of it can still deal with the previous holder or challenge the existence of the delegation.
Liability of the daily management delegate
Art. 2:56 of the CSA places the delegate under the same liability regime as directors: they answer to the company, and to third parties for faults of an extra-contractual nature, for any decision that manifestly exceeds the margin of appreciation of a normally prudent and diligent delegate placed in the same circumstances. The liability cap under art. 2:57 CSA, calculated based on the company's size, applies under the same conditions as for the administrative body, except in case of fraudulent intent, gross fault even if isolated, habitual light fault, or specific tax and social-security debts (notably NSSO debts).
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Removal and end of the delegation
The CSA sets no specific rule for removing the daily management delegate, unlike what it does for directors. The general law of mandate therefore applies: removability at any time is the default rule, with no obligation to give a reason or pay compensation, unless the articles of association or the appointment decision provide otherwise (notice period, compensation, limited grounds).
The end of the delegation, whether resulting from removal, resignation, or the end of the delegate's director mandate when the two functions were combined, must be published in the Belgian Official Gazette under the same conditions as the initial appointment. Until that publication is made, the former delegate can still bind the company towards a third party in good faith who was unaware that their function had ended.
Going further
- Director's mandate in a Belgian SRL: powers, remuneration and liability of the administrative body
- Director liability in a Belgian SRL: gross fault and personal commitments
- Annual management report of an SRL: the document the administrative body prepares for large SRLs
- The consolidated text of the Companies and Associations Code on ejustice.just.fgov.be (art. 5:79, 2:18, 2:56 and 2:57)
