You’ve likely heard that Belgium’s new Code des Sociétés et des Associations (CSA) came into effect recently, introducing a wide range of changes. The legislator’s objective? To offer a more competitive, flexible, and transparent legal framework for companies and associations.
While the CSA promotes simplification and adaptability, the transition from the old code hasn’t been smooth for everyone. That’s why BestValue has taken a closer look at one particularly important topic: the rules on share buybacks in private limited liability companies (SRL, the legal form replacing the former SPRL). This mechanism is especially relevant when preparing a company for sale or restructuring.
The new CSA
Let’s begin with a few essential updates that provide the context for understanding the share buyback framework. Since 1 January, the CSA’s mandatory provisions apply to all companies, even if you haven’t yet made changes via a notary. To benefit from the optional provisions introduced by the new code, you must update your articles of association by 1 January 2024 at the latest.
One of the major reforms for SRLs is the abolition of share capital. To compensate for this and ensure creditor protection, any distribution (profit, reserves, capital repayment, etc.) is now subject to a double test:
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Solvency test: The company’s net assets must remain positive after the distribution.
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Liquidity test: The company must be able to meet its debts over the next 12 months.
Share buyback
The CSA has made the rules around share buybacks more flexible while maintaining essential safeguards:
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Under the old code, buybacks were limited to 20% of subscribed capital. Now, the general meeting decides the number of shares to be repurchased and the price range — though a cap can still be included in the articles of association.
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The two-year deadline to cancel or resell repurchased shares has been removed. However, your articles of association may still impose such restrictions.
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The double test mentioned earlier must confirm that sufficient distributable funds are available before proceeding with a buyback.
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Only fully paid-up shares are eligible for repurchase.
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The offer must be made equally to all classes of shareholders.
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Approval by the general meeting now requires a 75% majority, reduced from 80%.
From an accounting standpoint, treasury shares must be recorded as a non-distributable reserve on the liabilities side of the balance sheet. These shares carry no voting rights and are not entitled to dividends until they are resold or cancelled.
Why it matters in business transfers
This updated legal framework opens the door to broader and more strategic use of share buybacks, particularly during ownership transitions.
A share buyback can be a valuable tool in several situations:
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Following the death of a shareholder
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In the event of shareholder disputes
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When some shareholders wish to exit the business, while others do not
Take the last case. The remaining shareholders may not have the funds to buy out their departing counterpart. If they also prefer not to bring in external investors, the company itself can buy back the shares and hold them as treasury shares, even beyond 20% of capital if needed.
Later on, those shares can be resold to third parties (e.g. employees or new investors) if desired. In the long term, cancelling the treasury shares allows the remaining shareholders to increase their ownership stake and benefit fully from future profits and value creation, especially if they later decide to sell the company.
Final Thoughts
Although often overlooked by SMEs, share buybacks can be a powerful tool during business transfers or reorganisations. They offer flexibility while helping align shareholder interests and preserve internal control. However, each case is unique. It’s essential to seek expert guidance to fully understand the legal, financial, and tax implications, especially when preparing your company for sale.
