The law of 21 April 2024 amends the Belgian Code of Companies and Associations and introduces a right for the partners of a Belgian maatschap, vennootschap onder firma and commanditaire vennootschap to oppose (verzetsrecht).
Partners in these companies are jointly and severally liable for the company’s debts. There was ambiguity as to whether, in the case of a condemnation of the company and lack of involvement by the partners, the partners could pursue a remedy against the condemnation. Unlike tax law and bankruptcy law, which provide for such a remedy (resp. objection (bezwaarschrift) and the right to oppose (verzetsrecht)), this was not the case for corporate law.
For example, if a Belgian maatschap, vennootschap onder firma or commanditaire vennootschap cannot pay a debt of €100,000, each partner can be held personally liable for the full amount, regardless of their share in the company. However, thanks to the new legislation, partners, when not involved in the case, can now oppose to such joint and several liability.
This is made possible by the fact that partners in these cases are deemed to be parties and not third parties. After all, if not, they would have to file third-party defenses.
The new law took effect on 22 July 2024.
If you have additional questions, please do not hesitate to contact us so we can review your situation together.
