General meeting of an SRL in Belgium: rules and formalities

Key takeaways

• The ordinary general meeting of an SRL must be held within six months of the close of the financial year, failing which the managers' liability may be engaged.
• The notice must reach the shareholders at least fifteen days before the meeting, with the full agenda (art. 5:83 CAC).
• For ordinary decisions, no attendance quorum is required: a simple majority of the votes cast is enough.
• Amending the articles requires a quorum of 50% of the shares and a majority of three quarters of the votes cast (art. 5:100 CAC); changing the corporate purpose requires four fifths (art. 5:101 CAC).
• The written procedure allows unanimous decisions without a physical meeting, provided all shareholders consent (art. 5:85 CAC).

In any SRL, the general meeting is the company's sovereign body: certain decisions are reserved to it by law and cannot be delegated to the management, even if the articles provide for it. Yet the formalities linked to the SRL general meeting are often discovered too late, at the first approval of the accounts or when a statutory clause has to be amended. This guide presents the rules as they flow from the Companies and Associations Code (CAC), in force for SRLs since 1 May 2019 for newly incorporated companies and since 1 January 2020 for existing ones.

Role and powers reserved to the general meeting

The management of an SRL has broad powers for day-to-day management, but the CAC grants certain structuring decisions exclusively to the meeting. The articles cannot transfer these powers to the management.

Mandatorily within the general meeting's remit: approval of the annual accounts and the discharge vote to the managers, appointment and removal of managers and the auditor, amendment of the articles (name, corporate purpose, statutory seat), any increase or reduction of capital, early dissolution of the company, and the distribution of dividends after passing the double distribution test provided by the CAC.

The management has the power to convene the meeting. If it delays doing so when required, shareholders holding at least 10% of the shares issued may demand the convening and have items added to the agenda (art. 5:83 CAC). The management then has three weeks to act on it.

Convening the meeting: the framework of article 5:83 CAC

The minimum legal notice period is fifteen days before the date of the meeting. The CAC dropped the obligation of the registered letter: the notice may be sent by ordinary mail, electronically if the shareholder has provided the company with an email address, or by any other means provided in the articles. For evidentiary reasons, registered sending remains advisable, even if it is no longer required.

If shareholders have provided an electronic address, the notice is sent to them by email on the same day as to the others by ordinary mail.

What the notice must mandatorily contain

• Date, time and place of the meeting

  Or the arrangements for remote participation if the meeting is hybrid or entirely virtual.

• Full agenda

  Each item to be deliberated must appear explicitly. An item not listed cannot be put to the vote, unless all shareholders consent to it at the meeting.

• Text of the proposals or the related report

  For major decisions (amendment of the articles, dissolution), the proposal or the report of the administrative body must be attached or made available to the shareholders.

• Documents to consult beforehand

  Annual accounts, management report, auditor's report if applicable. These documents must be made available at least fifteen days before the meeting.

• Voting and representation arrangements

  Information on the possibility of voting by proxy or, if the articles provide for it, by correspondence before the meeting is held.

Quorum and majorities by type of decision

The CAC clearly distinguishes ordinary decisions from extraordinary ones. The quorum and majority rules differ according to the nature of the decision. Two points deserve emphasis: abstentions are never counted in the majority calculation (neither in the numerator nor the denominator), and the concept of a voting quorum does not exist in the SRL: only an attendance quorum applies for certain extraordinary decisions.

	Ordinary decisions	Amending the articles (art. 5:100)	Changing the corporate purpose (art. 5:101)
Attendance quorum	None	50% of shares issued at 1st notice	50% of shares issued at 1st notice
If quorum not reached	Not applicable	2nd meeting: no quorum required	2nd meeting: no quorum required
Majority required	Simple majority of votes cast	3/4 of votes cast	4/5 of votes cast
Abstentions counted
Notarial deed mandatory

For ordinary decisions (approval of accounts, appointment of a manager, distribution of dividends), the meeting deliberates validly whatever the number of shares represented. A simple majority of the votes cast is enough.

For statutory decisions, if the 50% quorum is not reached at the first notice, a second meeting may be convened: it deliberates validly with no attendance condition, but keeps the same qualified majority (three quarters or four fifths as the case may be).

The ordinary general meeting: the annual calendar to respect

Every SRL is required to organise at least one general meeting per year. Failing a contrary statutory provision, this meeting must be held within six months of the close of the financial year. For an SRL whose financial year coincides with the calendar year, the deadline is 30 June. The meeting hears the management report if the company is required to produce one, examines the annual accounts and votes the discharge to the managers (art. 5:98 CAC).

1. 1

   Close of the financial year

   31 December

   The managers draw up the accounts. For a calendar financial year, the close falls on 31 December.

2. 2

   Preparation and sending of the notice

   Mid-June at the latest

   The management sends the notice with the agenda and the documents: annual accounts, management report if required, auditor's report if applicable. Minimum period of 15 days before the meeting.

3. 3

   Holding of the ordinary general meeting

   By 30 June at the latest

   The shareholders approve the annual accounts, vote the discharge to the managers and rule on the allocation of the result. Legal deadline: six months after the close of the financial year.

4. 4

   Filing of the annual accounts with the NBB

   By 31 July at the latest

   The approved accounts are filed with the Central Balance Sheet Office of the National Bank of Belgium within thirty days of their approval, and by seven months after the close at the latest (art. 3:10 CAC).

Respecting this calendar is a legal obligation in its own right. Managers who do not submit the accounts to the meeting on time risk having their personal liability engaged. As a knock-on effect, late filing with the NBB entails tariff surcharges, detailed in the guide on the accounting obligations of an SRL.

Alternatives to the physical meeting and rules of representation

For SRLs with a small circle of shareholders, the CAC offers practical alternatives to the traditional meeting.

The written procedure (art. 5:85 CAC) lets all shareholders take a decision unanimously by circular means, without travel or physical meeting. Each shareholder receives the documents and expresses their agreement or refusal in writing. If a single shareholder refuses this procedure, a physical or virtual meeting must be organised. The written procedure cannot be used for the approval of the annual accounts when an auditor has been appointed.

The proxy allows a shareholder to be represented by another person at the meeting. The articles may frame or restrict this right of representation. One proxy holder may represent several shareholders simultaneously.

The remote meeting is now possible without prior statutory provision. The company must be able to verify the identity and capacity of the participants and allow direct and continuous participation in the deliberations. The articles may specify its practical arrangements.

The minutes record the deliberations and decisions of the meeting. They are signed by the members of the bureau (chair and secretary of the session) and kept in a register accessible to the shareholders (art. 5:93 CAC). For decisions that amend the articles, the minutes must be executed as a notarial deed.

Structure the governance of your SRL

Monsiegesocial supports directors in bringing their governance into compliance: drafting notices, minutes and statutory amendments.

Discover our legal servicesSee our other services

Statutory amendments: notarial deed and publication in the Moniteur belge

Any decision that amends the articles, whether a change of name, a move of the statutory seat, a change of corporate purpose or a capital increase, must be recorded in an authentic deed signed before a notary. Recourse to the notary is imposed by law and cannot be set aside by the articles.

After the deed is signed, the notary files an extract with the Crossroads Bank for Enterprises. This extract is published in the annexes to the Moniteur belge, which makes the amendment enforceable against third parties. Until publication has occurred, the amendment cannot be relied on against persons who prove they were unaware of its existence.

Changing the corporate purpose is subject to an additional rule: the management must draw up a detailed report justifying the proposed change, made available to the shareholders before the meeting (art. 5:101 CAC). The absence of this report entails the nullity of the meeting's decision. For the company-law steps linked to a statutory amendment, professional support helps anticipate these requirements and avoid a procedural nullity.

Going further

• Accounting obligations of an SRL in Belgium: the rules for filing with the NBB and the consequences of a delay, complementary to the deadlines of the ordinary general meeting
• Financial plan of an SRL: content and legal obligations: to understand the financial projections that managers present to the meeting at incorporation and at strategic reviews
• Companies and Associations Code: the reference text of Belgian company law, available via the FPS Economy portal