Can I remove a director in Belgium?

Yes, you can remove a director in Belgium, but the process depends on the company';s legal form, the type of directorship, and whether the director has a separate service contract. Belgian corporate law gives shareholders broad power to dismiss directors, yet that power comes with financial consequences that many founders overlook. This guide covers the legal basis for removal, the procedure by entity type, the risk of wrongful dismissal claims, and the practical steps to execute a clean, compliant director change.

Belgian company law is governed primarily by the Code of Companies and Associations (Wetboek van vennootschappen en verenigingen, or WVV), which entered into force for most companies in recent years. The WVV replaced the older Companies Code and introduced significant changes to director liability, appointment, and dismissal rules. Understanding which version of the law applies to your company';s articles of association is the first practical step.

Under the WVV, the general principle is that directors of a private limited company (BV/SRL) or a public limited company (NV/SA) can be removed at any time by the shareholders'; meeting, without the need to state a reason. This is known as the principle of free revocability ("vrije herroepbaarheid" in Dutch). The principle reflects the idea that shareholders must retain ultimate control over the board.

However, free revocability does not mean cost-free revocability. Belgian courts consistently distinguish between the corporate act of removal - which is valid regardless of reason - and the contractual consequences of that removal. If the director also holds a management service agreement or an employment contract, terminating that agreement may trigger separate obligations under contract law or labour law.

The competent authority for registering a director change is the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises, or CBE). Any change in the composition of the board must be published in the Belgian Official Gazette (Belgisch Staatsblad / Moniteur belge) within a statutory deadline.

The BV/SRL is the most common vehicle for foreign founders operating in Belgium. Its governance rules under the WVV are flexible, which means the articles of association can modify the default removal procedure. Always check the articles first.

The standard procedure runs as follows. The shareholders convene a general meeting, either ordinary or extraordinary depending on what the articles require. The agenda must explicitly include the item of director removal - a general "miscellaneous" agenda point is not sufficient. Notice periods and quorum requirements are set by the articles; if the articles are silent, the WVV defaults apply, which typically require at least fifteen days'; written notice to all shareholders.

At the meeting, shareholders vote on the removal. In a BV/SRL, the WVV does not impose a supermajority for director removal unless the articles do so. A simple majority of votes cast is generally sufficient. The resolution must be recorded in minutes, signed by the chair and the secretary of the meeting.

After the meeting, the company must file a deed of amendment or a notification with the CBE and publish the change in the Belgian Official Gazette. This publication step is mandatory and must occur within thirty days of the resolution. Failure to publish means the removal cannot be invoked against third parties, which creates practical problems with banks, counterparties, and public registers.

A common mistake is assuming that the director';s signature is needed on the filing. It is not. The remaining directors or the administrator ad hoc can sign the publication documents.

The NV/SA has a more formal governance structure. It can operate under a one-tier board (board of directors) or a two-tier system (supervisory board and management board). The removal procedure differs slightly between these structures.

In a one-tier NV/SA, the shareholders'; general meeting removes directors by a simple majority unless the articles impose a higher threshold. The same notice and agenda requirements apply as in the BV/SRL context. Directors of the management board in a two-tier structure, however, are appointed and removed by the supervisory board, not by the shareholders directly. This distinction matters enormously in practice: a shareholder who wants to remove a management board member must first act through the supervisory board or change its composition.

For listed NV/SA companies, additional rules apply under the Belgian Corporate Governance Code and the rules of Euronext Brussels. These include enhanced disclosure obligations and, in some cases, specific procedures for removing independent directors. Foreign founders acquiring Belgian listed companies should obtain specialist advice before initiating any board change.

The publication requirement in the Belgian Official Gazette applies equally to the NV/SA. The timeline is the same: within thirty days of the resolution.

This is the area where foreign founders most frequently underestimate their exposure. Belgian law separates the corporate mandate from any underlying contractual relationship. Removing a director from the corporate mandate is always valid. But if that director also has a management service agreement (managementovereenkomst) or, in rarer cases, an employment contract, terminating that agreement must comply with its own terms.

If the service agreement has a fixed term, early termination without cause may entitle the director to damages equal to the remaining fees for the unexpired period. If the agreement is open-ended, a reasonable notice period or compensation in lieu is typically required. Belgian courts apply general contract law principles here, and they tend to award meaningful compensation when a director is removed abruptly without notice.

The concept of "abusive removal" (abusieve herroeping) is recognised in Belgian case law. Even where the corporate removal is valid, a court can award additional damages if the manner of removal was abusive - for example, if the removal was announced publicly before the director was informed, or if false accusations were made. The threshold for abusive removal is not high, and Belgian courts have awarded damages in cases where the removal was technically lawful but procedurally harsh.

In practice, founders should consider negotiating a separation agreement with the outgoing director before or immediately after the general meeting. This reduces litigation risk and allows both parties to agree on the transition of responsibilities, access to company systems, and confidentiality obligations.

If you are managing a director removal with a complex service agreement or a disputed situation, reaching out to a specialist early is advisable. We can help structure the setup correctly the first time. Contact us at info@vlolawfirm.com.

This scenario is common in closely held Belgian companies and requires particular care. A director-shareholder cannot be removed from the board by a simple majority if the articles grant them special protective rights. Some articles of association in Belgian BV/SRL companies include "blocking minority" provisions or require unanimous consent for certain decisions. Check the articles carefully.

Even where no special protection exists, removing a director-shareholder can trigger disputes under the shareholders'; agreement, if one exists. Belgian law recognises shareholders'; agreements as binding between the parties, and a removal that breaches such an agreement can give rise to damages claims even if the corporate resolution itself is valid.

Consider a practical scenario: a Belgian BV/SRL has three equal shareholders, two of whom want to remove the third from the board. If the articles require a two-thirds majority for director removal, the two shareholders can pass the resolution. But if there is a shareholders'; agreement requiring unanimous consent for board changes, the removed director-shareholder may successfully claim damages for breach of that agreement, even though the corporate removal stands.

A second scenario: a foreign parent company appoints a nominee director to its Belgian subsidiary. The parent later wants to replace that director. Because the parent controls the shareholders'; meeting, removal is straightforward as a corporate matter. The main risk is ensuring the outgoing director';s service agreement - if any - is properly terminated and that the CBE filing is completed on time.

Executing a director removal without creating downstream problems requires attention to several parallel tracks.

Before the general meeting, review the articles of association for any special quorum, majority, or notice requirements. Review any management service agreement or employment contract for termination provisions. Consider whether a separation agreement is appropriate. Prepare the agenda and convening notices in the correct form.

At the general meeting, ensure the quorum is met and the vote is properly recorded. The minutes must state the names of those present, the votes cast, and the exact wording of the resolution. If the director being removed is also a shareholder, their vote on their own removal is generally permitted under Belgian law - they are not automatically excluded - but the articles may provide otherwise.

After the general meeting, file the change with the CBE and arrange publication in the Belgian Official Gazette within thirty days. Update the company';s internal registers, including the register of directors. Notify the company';s bank, auditor, and any relevant counterparties. Revoke the outgoing director';s signatory authority and access to company accounts and systems promptly.

A non-obvious requirement is that the outgoing director may need to sign certain documents - such as annual accounts already prepared during their tenure - before departure. Plan for this in the transition timeline.

What happens if we remove a director without following the correct procedure?

The removal may still be valid as a corporate matter if the shareholders'; meeting had the authority to act. However, procedural defects - such as insufficient notice or a missing agenda item - can expose the company to annulment claims by the removed director or other shareholders. Belgian courts can annul a shareholders'; resolution that was adopted in breach of the WVV or the articles of association. Even if annulment is not granted, procedural defects strengthen the removed director';s position in any compensation claim. It is always safer to follow the correct procedure precisely, even when the relationship with the outgoing director is amicable.

How long does the removal process take, and what does it cost?

The corporate resolution itself can be adopted at a general meeting convened with as little as fifteen days'; notice, though the articles may require longer. The CBE filing and Official Gazette publication typically take one to two weeks after the resolution. The total elapsed time from decision to public registration is usually three to five weeks. Professional fees for a straightforward removal - drafting the convening notice, minutes, and filing documents - generally start from the low hundreds of EUR for simple cases and rise into the low thousands for complex situations involving service agreement negotiations or disputed removals. State registration and publication charges are modest but should be factored into the budget.

Can a director refuse to be removed in Belgium?

No. Under the WVV, the shareholders'; meeting has the unilateral right to remove a director at any time. The director cannot block the corporate resolution. However, the director can challenge the resolution in court if procedural requirements were not met, or claim damages if the removal was abusive or if a service agreement was terminated without proper notice. In practice, a director who believes the removal was wrongful will typically pursue a damages claim rather than seek reinstatement, because Belgian courts rarely order reinstatement of a removed director. The financial exposure from a damages claim is the real risk, not the director';s ability to remain in office.

Removing a director in Belgium is a shareholders'; right under the WVV, but it must be executed correctly to avoid financial and legal exposure. The corporate procedure is relatively straightforward; the contractual and reputational risks require more careful management.

VLO Law Firms advises international clients on director removal and corporate governance matters in Belgium. We can assist with reviewing articles of association, drafting convening notices and minutes, negotiating separation agreements, and completing CBE filings and Official Gazette publications. To request a consultation, contact: info@vlolawfirm.com