Change an SRL/BV Director

A regulated procedure to secure every governance change

Change an SRL/BV Director

We are J. Jordens, and changing a director or manager is one of the most frequent amendments we handle for our clients. Whether it is an appointment, a resignation or a removal, this process must follow a precise procedure to remain legally valid.

Three situations, three procedures

• Appointment: a decision made by the competent body under your articles of association, generally the general meeting of partners.
• Resignation: the director notifies their decision to the company, which must then record the change.
• Removal: a decision of the competent body, in principle at any time, unless otherwise provided in your articles of association.

In each of these cases, minutes must be drafted to formalize the decision and serve as the basis for the administrative procedures that follow.

The mandatory formalities after the decision

Once the decision is recorded, two steps are essential: publication in the Annexes of the Belgian Official Gazette, which makes the change enforceable against third parties, and updating your company file, which must at all times reflect the actual composition of your governing body. As long as these steps are not completed, the change is not fully enforceable against your company's partners, banks or administrations.

Why processing speed matters

A director who remains registered after resigning can, in appearance, continue to bind your company's liability toward third parties acting in good faith. Conversely, a newly appointed director not yet registered may be refused certain banking or administrative procedures. This is why we always recommend handling this type of amendment without delay, as soon as the decision is made internally.

The documents we prepare for you

For each file, we draft the decision minutes, prepare the extract for publication in the Belgian Official Gazette, and submit the file update. We also check that your articles of association do not provide for special majority or notice conditions for this type of decision, in order to avoid any subsequent challenge.

Rigorous support from Uccle

With over 30,000 companies supported since 1948, our firm handles this type of amendment on a daily basis, for both SRL/BV and SA/NV companies. We make sure every step is carried out properly, with controlled timelines from start to finish.

The special case of a disagreement between partners

It sometimes happens that a director change occurs in a context of disagreement between partners. In this case, we pay particular attention to checking the quorum and majority rules provided by your articles of association, so that the decision taken is legally unassailable. A poorly conducted procedure in this context can be a source of subsequent litigation, which we always strive to anticipate.

Informing your banking and business partners

Beyond the legal formalities, we systematically recommend directly informing your bank and your main business partners of the director change, especially if the former director held banking power of attorney. This often overlooked step avoids practical blockages that can arise even after correct publication in the Belgian Official Gazette and updating of the company file.

A well-prepared, documented director change published on time avoids nearly all the complications we observe when this formality is handled too late or approximately by the companies themselves. We remain available throughout the process to answer your questions and secure each document before its official submission to the relevant authorities.

Do you need to change a director within your SRL/BV? Contact us for fast and secure handling of the entire procedure.