How does a S.A.?
With regard to the General Assembly and control of a BVBA, this also applies for SA.
SA is governed by a board of at least three members, appointed for a maximum of 6 years. Exceptionally, if there are only two shareholders, the board may consist of only two directors. In principle, the company is represented by the majority of the board. The articles may also establish that they are properly represented for example, by two directors, or even by an administrator. The Board is a body comparable to the manager in a company SPRL.
If a legal person is appointed as a director or manager, the organ of the legal person is obliged to appoint, among its directors or employees, an individual who acts as its Permanent Representative. It has the same responsibility as if director / manager in his own name.
The Board of Directors may be dismissed "without cause ad." This effectively means that your term of office may be revised at any time and without notice of a decision of the General Assembly with a simple majority. The statutes may not change. Instead a SPRL - who knows the figure of "statutory manager" almost irrevocable - the directors of a corporation are less settled into their seats.
In addition to the Board, an SA may still have two other management:
- The person responsible for the daily management
The person appointed by the Board of Directors, is usually called the "Managing Director" or sometimes as the "Director". He / she is responsible for the daily operations of the company. Special powers can be delegated to third parties. .
It is possible to introduce restrictions on powers of the board, the "Managing Director" or the executive committee. These however, are not binding on third parties (even through a publication in the Belgian Official Gazette Annex).
- The steering committee
The Board of Directors may transfer some of its powers to an executive committee. In practice, this steering committee will mainly take the daily management of the company. The formulation of policy and oversight of the executive committee are therefore reserved to the Board of Directors.
A steering committee can only be created when it is provided for in the statutes. This is new since 2 August 2002. Companies already working with a steering committee had to adapt their laws with the law by 21 September 2003. Otherwise, the committees of unsuitable management were automatically repealed.
When a member of the steering committee has a conflict of interest, we will introduce a special procedure. In general, the establishment of a steering committee took place in very large SA (such as publicly traded companies).
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