Code Buysse IV and Directive 2025/25 regarding the further digitalization of company law

Code Buysse IV: Update of corporate governance recommendations

The Code Buysse is a guide to corporate governance for unlisted Belgian companies, large or small. It contains recent best practices in corporate governance and it provides guidelines that complement the legal framework and also contribute to the ethical and strategic growth of companies in this complex, fast-changing world.

After seven years, the Code Buysse has now reached its 4th edition, which was published in December 2024. This revised edition puts sustainability in the picture and recognizes the importance of ESG so that it now includes a separate section on sustainability. It underlines the need for companies to address their social, economic and environmental impacts and it also takes into account other key evolutions such as digitalization.

Several significant novelties include:

• Emphasis on inclusion and diversity in composition of advisory and governing bodies in order for the governing body to function properly;
• Attention is drawn to succession in family businesses: the Code emphasizes a timely approach and the drawing up and elaboration of a formal succession plan, whereby it is also important to distinguish between so-called ‘family matters’ (which belong in the family council and in agreements between family members) and ‘business matters’ (which belong in the company and the governing body);
• Unlisted companies are explicitly advised to pay sufficient attention to the issue of sustainability and social responsibility, and to set aside sufficient time and budget for this, as non-listed companies too are confronted with these matters;
• In the field of cyber security, processing of personal data and use of new technologies such as artificial intelligence (‘AI’), non-listed companies also need to take steps;
• Perpetual cumulation, the use of stringing together director mandates by serial directors with too many mandates, is discouraged;
• Disclosure of corporate governance rules should be further pursued, highlighting the underlying sustainability concept of transparency;
• The introduction of a performance management system, including evaluation criteria and procedures is recommended;
• The importance of shareholder engagement, as well as the concept of a shareholder agreement, is further elaborated, as a component of the increasing importance of the stakeholder concept.

Conclusion  

The latest version responds to a whole number of new trends emerging in society, and thus also noticeable at the governance level of companies. The Code Buysse is not compulsory legislation, but falls under what is called ‘soft law’ - rules that are not legally binding but have a certain value in practice. They  are therefore voluntarily applied by many companies.

Directive 2025/25: Digital tools and processes in company law

As businesses continue to adapt to an increasingly digital world, this directive focuses on the importance of advanced technologies to streamline corporate governance, improve transparency and ensure compliance in a rapidly evolving regulatory landscape.

On 10 January 2025, the Directive (EU) 2025/25 as regards further expanding and upgrading the use of digital tools and processes in company law was published in the Official Journal of the EU.

Access to, and use of, reliable company information from the registers are currently still hindered by barriers in cross-border situations: (i) company information is not yet sufficiently available in national registers or on a cross-border level through the system of interconnection of registers and (ii) the use of such company information is still hindered by time-consuming and costly procedures and requirements, including the need for an apostille or translation of company documents.

All stakeholders, including companies, authorities and the public at large, need to be able to rely on company information for business purposes or in administrative procedures or judicial proceedings. Therefore, it is necessary that company data which are entered into registers and accessible through the system of interconnection of registers be accurate, up-to-date and reliable. This Directive therefore introduces the following principles:

Limited and general partnerships (CommV/VOF) : Preventive control

Member states shall provide for preventive administrative, judicial or notarial control, or any combination thereof, of the instrument of constitution and statutes of limited and general partnerships at the time of their formation, and of any amendments to those documents.

Up to date registers

Any changes to the documents and information regarding private limited companies, public limited companies, limited partnerships and general partnerships are to be filed with the Belgian commercial register within a period not exceeding 15 working days (instead of the current 30 days period) from the date those changes were made. Member states must introduce effective, proportionate, and dissuasive penalties to ensure compliance with this deadline.

Information on groups of companies

For the groups for which parent companies are required to prepare and publish consolidated financial statements, member states shall ensure that additional information is available free of charge through the system of interconnection of registers.

EU Company Certificate

The registers should issue a EU Company Certificate, which shall be accepted in all member states as sufficient evidence, at the time of its issuance, of the incorporation of the company and of the information regarding its legal form, representatives, address, etc.

Digital EU power of attorney

In order to carry out procedures within the scope of the Directive in another member state, in particular the formation of companies, the registration or closure of branches, and cross-border conversions, mergers and divisions, companies can use a template for the digital EU power of attorney to authorise a person to represent the company. The digital EU power of attorney shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document.

The Directive has entered into force on 30 January 2025 and gives member states time until 31 July 2027 to transpose its content into national legislation.