BELGIUM Law and Practice Contributed by: Pieter Puelinckx, Yves Moreau, Melissa Verplancke and Gauthier Callens, Linklaters
Due to their specific regime, B-REITs are also subject to specific governance and information obligations (including periodical valuation of public B-REITs’ assets and publication of spe - cific annual and biannual financial reports), as well as various consequences if the debt ratio, as defined by law, of a public B-REITs reaches thresholds provided in the law. From a tax perspective, B-REITs are also subject to an “exit tax” as well as an annual subscrip - tion tax on their Belgian net assets (at a rate of 0.0925% for public B-REITs) (see 5.2 Main Fea- tures and Tax Implications of the Constitution of Each Type of Entity ). The remainder of this publication will focus on SREIFs’ regime, with the understanding that numerous legal principles governing SREIFs are also applicable to B-REITs. 5.4 Minimum Capital Requirement Public limited liability companies must maintain a minimum share capital of at least EUR61,500. This obligation does not extend to private limited liability companies and limited partnerships. 5.5 Applicable Governance Requirements The governing body of public limited liability companies may be structured in one of the fol - lowing ways: • a single director, who can be made jointly liable for the company’s commitments; • a board of directors, composed of at least three members (or two if the company has fewer than three shareholders); and • a dual-board system featuring a management board overseen by a supervisory board.
Private limited liability companies are character - ised by greater flexibility in their management structure, which can include: • a lone director; • multiple directors with either individual or col - lective full decision-making authority; or • a board of directors. The Belgian Code of Companies and Associa - tions does not prescribe detailed rules for man - aging limited partnerships, but limited partners may not be involved in the management of the limited partnership. The directors are generally entrusted with most of the decision-making responsibilities, except for certain powers reserved by law for the shareholders’ meeting (eg, ratifying the annual accounts and making decisions regarding share capital and corporate restructuring activities). Directors can usually be either individuals or legal entities (with a natural person permanent representative). The day-to-day management can be delegated by the directors to either a director (a “delegated director”) or a third party. Listed companies are subject to additional governance obligations. Finally, investment entities such as SREIFs that meet the criteria specified by law might be required to appoint a licensed manager (with the necessary approvals from the financial services and market regulator) tasked with fulfilling the obligations laid out in the legislation governing alternative investment funds. 5.6 Annual Entity Maintenance and Accounting Compliance The expenses associated with accounting com - pliance can vary significantly, depending on sev -
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