Key takeaways
- Changing the director (administrator, in CSA terminology) of an SRL is a decision of the general meeting, passed by simple majority if the outgoing director is not named in the articles of association (art. 5:70 CSA).
- The decision must be published in the annexes of the Belgian Official Gazette to be enforceable against third parties; until it is, and for up to fifteen days even after publication, the former director can still bind the company towards a third party acting in good faith (art. 2:18 CSA).
- The Crossroads Bank for Enterprises updates automatically after publication, but the UBO register requires a separate step, within one month of the change.
- If the director is named by name in the articles of association, replacing them requires an amendment to those articles before a notary, with a quorum of 50% of shares and a three-quarters majority.
- Bank mandates, ongoing contracts and any directors' and officers' liability insurance must be updated alongside the legal procedure.
A director change in a Belgian SRL touches company law, legal publicity and day-to-day operational management all at once. The Code of Companies and Associations (CSA), which entered into force for SRLs on 1 May 2019 for newly formed companies, replaced the term "gérant" (director) used under the former SPRL with "administrator", but the procedure remains a sequence of clearly identified steps: decision, publication, register updates. This article sets out the exact order of these steps and the timelines to anticipate.
Who decides on the director change
The power to appoint or remove a director belongs to the general meeting of shareholders, unless the articles of association provide otherwise for the very first appointment (incorporation deed). Art. 5:70 §3 of the CSA distinguishes two situations depending on how the outgoing director was originally appointed.
If the director was appointed by a simple decision of the general meeting (the most common case), they can be removed at any time, without cause or compensation, by a simple majority of votes cast. This is known as removal ad nutum. Appointing the replacement follows the same logic: an ordinary decision of the general meeting suffices, with no amendment to the articles of association.
If, on the other hand, the director is named by name in the articles of association, replacing them requires an amendment to those articles: a quorum of 50% of shares present or represented and a three-quarters majority of votes cast (art. 5:100 CSA), before a notary. An exception exists for serious cause, where a simple majority suffices even against a statutory director.
| Director appointed by the general meeting | Director named in the articles of association | |
|---|---|---|
| Method of removal | Ad nutum, at any time | Amendment to the articles of association required |
| Majority required | Simple majority | 3/4 of votes + 50% quorum |
| Notary required | ||
| Removal compensation | None, unless decided otherwise | Depends on the articles of association |
Steps of the procedure
Once the decision is made in principle, the change follows a precise sequence of acts and publications.
- 1
General meeting decision
Day 1Notice, deliberation and vote on removing the outgoing director and appointing the replacement. Minutes signed and kept in the register of decisions.
- 2
Acceptance of the mandate
Day 1-2The new director formally accepts the mandate, in writing or by signing the appointment minutes.
- 3
Filing with the business court clerk's office
Week 1Filing of the extract of the minutes with the clerk's office of the business court competent for the SRL's registered office, with a view to publication.
- 4
Publication in the annexes of the Belgian Official Gazette
2 to 3 weeksThe change becomes enforceable against third parties from the day it is published in the annexes of the Belgian Official Gazette (art. 2:18 CSA).
- 5
Crossroads Bank for Enterprises update
Follows publicationThe CBE automatically reflects the director change after publication, with no separate step required from the company.
- 6
UBO register update
Within one monthIf the incoming or outgoing director is a beneficial owner, the UBO register must be updated by the company's legal representative.
Updating registers and administrative formalities
Publication in the Belgian Official Gazette triggers a cascade of updates, but not all of them are automatic.
The Crossroads Bank for Enterprises (CBE) picks up the published data with no separate step from the company: the director change appears on the public CBE extract within days of publication.
The UBO register (Ultimate Beneficial Owner), held by the Federal Public Service Finance, follows a different logic and is not automatically synchronised with the CBE. If the incoming or outgoing director is identified as a beneficial owner of the company, within the meaning of anti-money-laundering legislation, the legal representative must update the UBO register within one month of the effective change.
Steps not to overlook beyond the legal publication
Bank mandates
Revoke the former director's power of attorney and register the new one with the company's bank, on presentation of the publication extract.
UBO register
Update within one month if a beneficial owner changes, via the online platform of the Federal Public Service Finance.
Directors' and officers' liability insurance (D&O)
Inform the insurer of the change of insured director if the SRL has taken out a D&O policy.
Key contracts and suppliers
Notify major contractual partners (landlord, suppliers under framework agreements, insurers) of the change of authorised signatory.
Access to digital tools
Transfer or revoke the former director's access to management tools, online accounting and administrative platforms (Itsme, CSAM).
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Liability of the former and the new director
A director's departure does not end their liability for acts carried out during their term of office. Art. 2:56 of the CSA subjects their management faults to a 5-year limitation period from the harmful act (art. 2:143 §1 CSA), regardless of whether the director has since left office.
The new director, for their part, only incurs liability from the moment they take office: they are not liable for decisions made before their appointment, unless they knowingly continue their harmful effects without reacting. For a full analysis of the powers, remuneration and liability regimes applicable to a sitting director, see the SRL director's mandate.
In a single-shareholder SRL where the sole shareholder changes role without transferring their shares, for example by appointing an external director while remaining a shareholder, the director-change procedure remains identical: only the director status changes, not the shareholder status. A share transfer combined with a director change follows in parallel the rules specific to an SRL share transfer.
Going further
- SRL director's mandate in Belgium: powers, remuneration and liability of a sitting director
- Amending the articles of association of an SRL in Belgium: the full procedure when the director is named in the articles of association
- SRL share transfer in Belgium: legal conditions and notarial procedure
- Federal Public Service Finance, UBO register: official platform for updating beneficial owners
