2017-2018 International Trade
Law
International Business Management
2IBM
,International Trade Law – 2IBM
CHAPTER 1 – Belgian Commercial Law
1. Introduction
WHAT IS COMMERCIAL LAW?
à Legal rules that:
§ (1) determine the rights and duties of parties engaged in trade and commerce
§ (2) govern disputes arising out of ordinary transactions of buyers and sellers
§ (3) settle issues concerned with banking, insurance, transport, real estate etc.
à Examples:
§ Commercial contracts
§ Commercial litigation
§ Distribution law and competition law
§ Distribution agreements, concessions, and agency agreements
§ Business reorganization and restructuring
§ Debt collection
§ Insolvency law – bankruptcy – liquidation
§ Arbitration
§ Alternative dispute resolution
§ Construction and real estate
2. Sources of Commercial Law
LEGISLATION:
à National legislation
à International law
§ Traditional international law
o Bilateral/multilateral treaties
o Law of the EU
§ 1. Directives
§ 2. Regulations
JURISPRUDENCE:
§ Body of decisions by tribunals and courts
§ Binding between parties
§ Influential towards third parties
DOCTRINE:
§ Articles by lawyers
§ Not binding
§ Influential
CUSTOMARY LAW:
§ Historic roots
§ Limited nowadays
3. Starting up a business in Belgium
GENERAL REQUIREMENTS:
I. Enterprise Database
§ << Crossroad enterprise database >>
§ Modernising old << registry of commerce >>
§ Exchanging information between administration (<< cross road >>)
§ Unique identification number + data
à Who?
§ Natural persons
§ Legal entities (companies
International Trade Law 2 2IBM
,à Where?
§ No direct access to the enterprise database
§ Introduction of << enterprise counters>>
§ Several institutions recognised by government
§ Handle formalities concerning starting up, modifications, ending
II. Bank account
§ Requirement to have a bank account
§ Quite normal nowadays but dates from ‘50
§ Mention it on all business documents
§ Stimulate the use of credit money (>< chartal money)
III. Bookkeeping
§ Obligation for every business
§ Very simple bookkeeping for small businesses
§ Double entry accounting for companies
IV. Access to independent profession
à Liberal profession
§ Requirements set by law (f.i. master degree)
§ Professional codes (often professional secrecy)
à Protected professions
§ Special skills (certificate) (to be abolished in 2018)
§ Basic business knowledge (to be abolished in 2019)
à Other businesses
§ Basic business knowledge (to be abolished in 2019)
V. VAT – Number
§ Very small businesses: exempt
§ Small to medium businesses: quarterly turnover declaration
§ Medium to large businesses: monthly turnover declaration
VI. Social security number
à For natural persons
§ Entitles to social protection (health insurance, maternity leave, sickness)
§ Contributions
à For companies
§ Tax!
Setting up a company:
WHAT IS A COMPANY?
§ Cooperation between one or more persons à one person company
§ Who agree to contribute goods or services (labour)
§ To do business
§ With the objective to provide a pecuniary advantage to the associates/shareholders
SORTS OF COMPANIES:
I. With or without legal personality
§ The law recognises the ‘cooperation’ as a ‘person’
§ Natural person vs. legal person
§ Subjective rights and obligations
o Property
o Obligations
o Liability
o Conviction
§ Consequences of legal personality
o Identity (name, seat, nationality)
o Assets
II. With or without limited liability
à Company goes bankrupt
§ With limited liability?
International Trade Law 3 2IBM
, § Without limited liability?
à Even with limited liability
§ Guarantees for the government
§ Guarantees for banks
III. Persons company vs capital company
à Persons company
§ Focus on cooperation / contribution of labour
§ Limited number of shareholders
§ Leading the company themselves
§ Contribution to the capital themselves
§ Shares not easy to transfer
à Capital company
§ Focus on contribution of capital
§ Great number of shareholders
§ Distinction between shareholders and board
§ Shares are easy to transfer
BVBA / SPRL:
à Besloten venootschap met beperkte aansprakelijkheid
I. Nature of the company
§ Persons company
o Focus on labour instead of capital
§ Limited liability
II. Incorporation
§ Act of incorporation/by-laws: Notary public
§ Financial plan
§ Minimum of 18.600 EUR subscribed capital
§ Minimum of 6.200/12.400 paid up capital
§ Deposit paid up capital with a Belgian credit institution and obtain a standard certification
confirming that the amount is held in a blocked “capital” account
III. Shares
§ Shares can’t be easily transferred
IV. Administration of the company
§ One or more administrators
V. General shareholders meeting
§ Ordinary (annual) meeting
§ Extraordinary meeting
4. Belgian insolvency legislation
à What insolvency proceedings exist?
§ Bankruptcy
§ Judicial reorganisation
BANKRUPTCY:
What are the conditions for bankruptcy?
§ Any merchant/commercial company having its centre of main interests in Belgium must file for
bankruptcy if:
o Has durably ceased making payments; and
o Has lost the confidence of its creditors (so-called ‘undermined creditworthiness’)
à Cessation of payments:
§ This is not defined by law
§ Generally accepted to mean that the company is not able to pay it main debts when they fall due
§ Not required that the company be delinquent on all outstanding payment obligations
§ Temporary cash flow problems do not meet the requirement
§ It is necessary to have a persistent character
§ The court enjoys a fairly wide discretion in this respect
International Trade Law 4 2IBM
Law
International Business Management
2IBM
,International Trade Law – 2IBM
CHAPTER 1 – Belgian Commercial Law
1. Introduction
WHAT IS COMMERCIAL LAW?
à Legal rules that:
§ (1) determine the rights and duties of parties engaged in trade and commerce
§ (2) govern disputes arising out of ordinary transactions of buyers and sellers
§ (3) settle issues concerned with banking, insurance, transport, real estate etc.
à Examples:
§ Commercial contracts
§ Commercial litigation
§ Distribution law and competition law
§ Distribution agreements, concessions, and agency agreements
§ Business reorganization and restructuring
§ Debt collection
§ Insolvency law – bankruptcy – liquidation
§ Arbitration
§ Alternative dispute resolution
§ Construction and real estate
2. Sources of Commercial Law
LEGISLATION:
à National legislation
à International law
§ Traditional international law
o Bilateral/multilateral treaties
o Law of the EU
§ 1. Directives
§ 2. Regulations
JURISPRUDENCE:
§ Body of decisions by tribunals and courts
§ Binding between parties
§ Influential towards third parties
DOCTRINE:
§ Articles by lawyers
§ Not binding
§ Influential
CUSTOMARY LAW:
§ Historic roots
§ Limited nowadays
3. Starting up a business in Belgium
GENERAL REQUIREMENTS:
I. Enterprise Database
§ << Crossroad enterprise database >>
§ Modernising old << registry of commerce >>
§ Exchanging information between administration (<< cross road >>)
§ Unique identification number + data
à Who?
§ Natural persons
§ Legal entities (companies
International Trade Law 2 2IBM
,à Where?
§ No direct access to the enterprise database
§ Introduction of << enterprise counters>>
§ Several institutions recognised by government
§ Handle formalities concerning starting up, modifications, ending
II. Bank account
§ Requirement to have a bank account
§ Quite normal nowadays but dates from ‘50
§ Mention it on all business documents
§ Stimulate the use of credit money (>< chartal money)
III. Bookkeeping
§ Obligation for every business
§ Very simple bookkeeping for small businesses
§ Double entry accounting for companies
IV. Access to independent profession
à Liberal profession
§ Requirements set by law (f.i. master degree)
§ Professional codes (often professional secrecy)
à Protected professions
§ Special skills (certificate) (to be abolished in 2018)
§ Basic business knowledge (to be abolished in 2019)
à Other businesses
§ Basic business knowledge (to be abolished in 2019)
V. VAT – Number
§ Very small businesses: exempt
§ Small to medium businesses: quarterly turnover declaration
§ Medium to large businesses: monthly turnover declaration
VI. Social security number
à For natural persons
§ Entitles to social protection (health insurance, maternity leave, sickness)
§ Contributions
à For companies
§ Tax!
Setting up a company:
WHAT IS A COMPANY?
§ Cooperation between one or more persons à one person company
§ Who agree to contribute goods or services (labour)
§ To do business
§ With the objective to provide a pecuniary advantage to the associates/shareholders
SORTS OF COMPANIES:
I. With or without legal personality
§ The law recognises the ‘cooperation’ as a ‘person’
§ Natural person vs. legal person
§ Subjective rights and obligations
o Property
o Obligations
o Liability
o Conviction
§ Consequences of legal personality
o Identity (name, seat, nationality)
o Assets
II. With or without limited liability
à Company goes bankrupt
§ With limited liability?
International Trade Law 3 2IBM
, § Without limited liability?
à Even with limited liability
§ Guarantees for the government
§ Guarantees for banks
III. Persons company vs capital company
à Persons company
§ Focus on cooperation / contribution of labour
§ Limited number of shareholders
§ Leading the company themselves
§ Contribution to the capital themselves
§ Shares not easy to transfer
à Capital company
§ Focus on contribution of capital
§ Great number of shareholders
§ Distinction between shareholders and board
§ Shares are easy to transfer
BVBA / SPRL:
à Besloten venootschap met beperkte aansprakelijkheid
I. Nature of the company
§ Persons company
o Focus on labour instead of capital
§ Limited liability
II. Incorporation
§ Act of incorporation/by-laws: Notary public
§ Financial plan
§ Minimum of 18.600 EUR subscribed capital
§ Minimum of 6.200/12.400 paid up capital
§ Deposit paid up capital with a Belgian credit institution and obtain a standard certification
confirming that the amount is held in a blocked “capital” account
III. Shares
§ Shares can’t be easily transferred
IV. Administration of the company
§ One or more administrators
V. General shareholders meeting
§ Ordinary (annual) meeting
§ Extraordinary meeting
4. Belgian insolvency legislation
à What insolvency proceedings exist?
§ Bankruptcy
§ Judicial reorganisation
BANKRUPTCY:
What are the conditions for bankruptcy?
§ Any merchant/commercial company having its centre of main interests in Belgium must file for
bankruptcy if:
o Has durably ceased making payments; and
o Has lost the confidence of its creditors (so-called ‘undermined creditworthiness’)
à Cessation of payments:
§ This is not defined by law
§ Generally accepted to mean that the company is not able to pay it main debts when they fall due
§ Not required that the company be delinquent on all outstanding payment obligations
§ Temporary cash flow problems do not meet the requirement
§ It is necessary to have a persistent character
§ The court enjoys a fairly wide discretion in this respect
International Trade Law 4 2IBM
