On 1 Augustus 2023, the Law on the Central Register for Director Disqualifications came into
effect.
The reason for the establishment of this register, is that it should be an additional tool against
fraudulent behavior or other misconduct, by refusing the appointment as a director or officer of a
company of a person with a criminal or civil disqualification. To date, director disqualifications
have often remained dead letter because of the lack of possibility of control.
On 20 October 2023, the Central Registry, “JustBan” was launched, which is accessible
via Just-on-Web.
What is a director disqualification?
A director disqualification is a penalty that criminal and civil judges can impose on function
holders in companies for serious misconduct or negligence in the governance of companies such
as bankruptcy offenses, fraud, theft or forgery.
Directors under a director disqualification cannot be mandated with functions of manager,
director, auditor, daily director, member of an executive committee, management board or
supervisory board, liquidator of a legal entity or a representative within a company or association,
for a period of 3 to 10 years.
What is the Central Register of Director Disqualifications?
The Central Register of Director Disqualifications "JustBan" will register persons with a director disqualification in an online database to which notaries, police departments and clerks' offices as well as citizens (the latter to a more limited extent) will have access. This in order to improve the control of compliance with imposed director disqualifications (which are also published in the Belgian Official Gazette).
The obligation to establish such a register came under the impetus of the European legislator.
Each member state will have to keep the information in a central register to which every other
member state will have access so that it can be easily checked whether another EU country has
already imposed a board disqualification.
What is important for me as an entrepreneur?
Due vigilance over officers or directors who are to be appointed, is required as clerks are required
to consult the Central Register of Director Disqualifications when filing resolutions for new
appointments. If an appointed officer or director is listed in the register, the filing and publication
will be refused.
In addition, the representatives of companies and associations must prepare and sign a
statement confirming that no director disqualifications have been imposed by a foreign court on
behalf of the newly appointed officer or director. This declaration must be filed at the clerks' office together with the resolution appointing the officer or director.
Our specialists at Quorum have already prepared the necessary templates and documentation to
meet previous obligations. Feel free to contact us at info@quorumlaw.eu.
