The Belgian Law on the reform of business law of 15 April 2018 (“Wet houdende hervorming van het ondernemingsrecht/Loi portant réforme du droit des entreprises”) – which enters into force on 1 November 2018 – introduces a new and more extensive legal definition of a “business” (“onderneming/entreprise”). As a result of this extension, an ordinary partnership without legal personality (“maatschap/société de droit commun” – hereinafter referred to as “partnership”) will now be considered as a business and will therefore be subject to the obligations included therein.
One of the practical consequences of this reform is the mandatory registration in the Crossroads Bank for Enterprises (“CBE”) for any partnership having a registered office, branch or business unit in Belgium.
Any partnership newly established after 1 November 2018 must register immediately, i.e. before the start of any activity or the opening of a business unit. Already existing partnerships will have until 30 April 2019 to comply. However, these dates could still be changed by royal decree.
The following information is required for registration:
- The name of the partnership
- The address and national register number of the manager(s) of the partnership
- If the managers are of foreign nationality, a copy of their passport is required
- If the managers are companies, the details of the company are required (articles of association and registration in the trade register or an equivalent document)
- If no manager has been appointed, the same details are required of all members
- A description of the activities
- The address of the business unit
- Choice of language (of importance for the Brussels-Capital Region)
- A power of attorney
However, only some of this information, including the details of the manager or, as the case may be, the members of the partnership, will be published. As long as a manager has been appointed, only the data of this manager will be publicly visible in the CBE, and not the data of the members of the partnership.
Since the form of a partnership is often chosen because of its discrete nature (e.g. in the context of family estate planning), this will probably be an important factor in the choice of whether or not to appoint a manager. However, with the obligation to register the ultimate beneficiaries in the UBO-register (deadline 31 March 2019), which also applies to the partnership, it appears that the partnership will, to a great extent, lose its discrete character.
In case you have any questions regarding the registration of the partnership in the CBE, please contact Jasper Berthels or Lieven Bultinck.