Can I Remove a Director From a Company in Belgium? (NV vs BV: Steps, Votes, Notice & Filings)

Introduction, The Short Answer

If you are asking “can I remove a director from a company” incorporated in Belgium, the answer is almost always yes, but only when the correct procedural steps are followed. Under Belgian law, the general meeting of shareholders holds the power to appoint and dismiss directors at any time, generally without needing to state a reason. This principle of ad nutum revocability is a cornerstone of Belgian corporate governance, and it applies by default to the two most common entity types: the NV / SA (naamloze vennootschap / société anonyme) and the BV / SRL (besloten vennootschap / société à responsabilité limitée).

The practical reality, however, is more nuanced. The exact procedure, vote threshold, notice period, and post-removal filing obligations differ depending on the company’s legal form, the content of its articles of association, and whether any shareholder agreements or service contracts create additional protections for the director in question. Getting any of these steps wrong can expose the company to litigation, including wrongful-dismissal claims and, since the entry into force of Book 6 of the New Belgian Civil Code on 1 January 2025, potentially broader liability exposure for the directors who remain on the board.

This guide sets out the complete, Belgium-specific process for removing a director: the legal framework under the Belgian Companies and Associations Code (BCCA), who has the authority to act, the vote mechanics for NV and BV entities, the mandatory filings and publication in the Belgian Official Gazette (Moniteur Belge / Belgisch Staatsblad), and practical templates you can adapt. It also addresses common complications, such as removing a director who is also a shareholder, or dismissing a sole director, and the litigation risks that follow a poorly executed removal.

Can I Remove a Director from a Company?, Step-by-Step at a Glance

For readers who need the essentials before the detail, below is the high-level sequence. Each step is expanded in the sections that follow.

1. Review the articles of association, check for special quorum rules, enhanced majority requirements, or contractual limitations on dismissal.
2. Identify the competent body, in most NV and BV structures, only the general meeting of shareholders can remove a director.
3. Convene the general meeting, issue a formal convocation with the agenda item “removal of director [name]” within the notice period prescribed by the BCCA and the articles.
4. Give the director notice, the director is entitled to know the meeting will consider their removal and, as a matter of best practice, should be given the opportunity to be heard.
5. Hold the vote, pass an ordinary resolution (simple majority of votes cast) unless the articles require a higher threshold.
6. Record minutes, document the resolution, the vote count, and any statement by the removed director.
7. File the change, update the Crossroads Bank for Enterprises (BCE/KBO) and the company register at the competent enterprise court registry.
8. Publish in the Belgian Official Gazette, the removal must be published in the Moniteur Belge / Belgisch Staatsblad within 15 days of the decision.
9. Notify third parties, inform banks, commercial partners, and any public authorities where the former director held signing authority.

How quickly can a director be removed? In theory, the entire process, from convocation to publication, can be completed in as few as two to four weeks for a BV where all shareholders consent to a shortened notice period or act by written resolution. For an NV with a large shareholder base, the statutory convocation period alone may extend the timeline to several weeks before the meeting can even take place.

Legal Framework, the Belgian Companies and Associations Code and Key Principles

The removal of directors or officers in Belgium is governed primarily by the Belgian Companies and Associations Code (Code des sociétés et des associations / Wetboek van vennootschappen en verenigingen), commonly referred to as the BCCA. The BCCA entered into force on 1 May 2019, replacing the former Companies Code, and applies mandatorily to all Belgian companies created after that date and to legacy companies that have opted in or been automatically transitioned.

Two key legislative principles underpin the process. First, directors are appointed and removed by the general meeting of shareholders. Second, unless the articles of association provide otherwise, directors serve at the pleasure of the shareholders and can be dismissed at any time, with or without cause, the principle of ad nutum revocability. The BCCA does not require the general meeting to justify its decision, although failing to observe proper procedure may give rise to a damages claim by the removed director.

Where Authority Comes From: Statutes vs Articles

The BCCA sets the baseline rules. However, the articles of association (statuten / statuts) can refine and, within limits, restrict the default position. For example, articles may impose a qualified majority for removal, prescribe a minimum notice period, or grant specific directors protective appointment rights. Any such restrictions must be consistent with the BCCA and cannot entirely remove the shareholders’ statutory power of dismissal. Shareholders should therefore read the company’s articles carefully before initiating any removal procedure.

Interaction with Shareholder Agreements and Service Contracts

Beyond the articles, practical limitations often exist in shareholder agreements and director service contracts. A shareholder agreement may commit certain shareholders to vote in favour of retaining a particular director, breach of that agreement exposes the voting shareholder to contractual liability, even though the removal resolution itself may still be valid. Similarly, a director engaged under a service contract (managementovereenkomst) may be entitled to compensation or a notice period upon early termination of the contract, separate from the corporate-law removal. These contractual layers do not prevent removal as a corporate act, but they significantly affect its cost.

Who Can Remove a Director from a Company, and on What Grounds?

In the standard governance structure for both the NV and the BV, the general meeting of shareholders is the only body competent to remove a director. The board of directors itself cannot dismiss one of its own members, it can only propose the removal for shareholder approval.

Belgian law does not require specific grounds for removal. Typical situations that trigger a removal decision include:

• Misconduct or breach of fiduciary duty, fraud, self-dealing, or material violation of the duty of care.
• Underperformance or strategic disagreement, the board’s direction no longer aligns with shareholder expectations.
• Incapacity, prolonged illness or legal disqualification preventing the director from fulfilling their role.
• Conflict of interest, a structural conflict that cannot be managed through the BCCA’s conflict-of-interest procedure.
• Change of control or restructuring, new shareholders wish to install their own nominees.

The absence of a statutory “grounds” requirement means that shareholders voting by ordinary resolution may remove a director for any reason or no stated reason at all, subject to any restrictions in the articles or agreements.

Directors Appointed by Special Mechanism

Where a director has been nominated under a proportional representation clause or an employee-representation arrangement in the articles, removal may require additional procedural steps or a specific majority. Directors appointed by a public authority (for example, in mixed-economy companies) may only be removed by the appointing authority. These exceptions are narrow but critical, shareholders should verify the appointment mechanism before scheduling a vote.

Shareholder Process and Voting Mechanics, Director Dismissal NV vs BV

The procedural detail of how to remove a director from a company differs between the NV and the BV. The table below summarises the key differences, followed by a detailed explanation of each step.

Calling the Meeting and Preparing the Director Removal Notice

The convocation must include the agenda item explicitly referencing the proposed removal. Belgian law does not prescribe a standardised form for the notice, but best practice requires the following content:

• Date, time, and place of the general meeting.
• Agenda item, e.g., “Proposal for the removal of [director’s full name] as director of the company.”
• Text of the proposed resolution, the exact wording shareholders will vote on.
• Supporting documentation, any explanatory notes or board report (optional but advisable).
• Notice to the director concerned, separately and directly inform the director that their removal is on the agenda, offering the opportunity to be heard at the meeting.

For an NV, the convocation is typically sent by registered letter to registered shareholders and published in the Belgian Official Gazette, at least 15 days before the meeting, unless the articles specify a longer period. For a BV with a limited number of shareholders, convocation by registered letter to each shareholder is generally sufficient.

Vote Thresholds, What “Ordinary Resolution” Means in Practice

An ordinary resolution under the BCCA requires a simple majority of the votes cast at a general meeting where a quorum is present. The default quorum rules depend on the entity form and the articles. In an NV, there is generally no quorum requirement for ordinary agenda items unless the articles state otherwise. In a BV, the same principle applies by default.

If the articles of association require a higher threshold, for example, a two-thirds or three-quarters majority, shareholders must meet that enhanced requirement. In practice, well-advised minority shareholders sometimes negotiate such protective thresholds during a capital raise or joint-venture formation, making removal considerably harder without their cooperation.

Abstentions and blank votes are typically not counted as votes cast, which can affect whether a simple majority is reached. Legal counsel should review the articles’ specific voting rules before the meeting to avoid procedural challenge.

When the Board Can Remove Executive Managers

In an NV with a dual governance structure (board of directors plus executive committee or directiecomité), the board of directors may have the power to remove members of the executive committee without a shareholder vote, unless the articles reserve this right to the general meeting. Similarly, in a BV that has appointed a dagelijks bestuurder (daily manager), the body that appointed the manager, whether the board or the shareholders, usually holds the removal power. Always cross-reference the articles and any management agreement.

How Quickly Can a Director Be Removed? Notice, Minutes, Filings and Publication

Once the shareholders pass the removal resolution, several post-meeting steps must be completed promptly. Failure to file and publish within the statutory deadlines means the removal is not opposable to third parties, the former director may still be able to bind the company in dealings with outsiders who rely on the published records.

Exact Filings and Where to File

After the general meeting resolves to remove a director, the company must:

1. Record the minutes of the general meeting, signed by the chair and, where required, by the secretary and scrutineers. The minutes should include the full text of the resolution, the voting outcome, and any declaration by the removed director.
2. Update the Crossroads Bank for Enterprises (BCE/KBO), the company’s entry in the BCE/KBO must reflect the change. This is done through the enterprise counter (guichet d’entreprises / ondernemingsloket) authorised by the Federal Public Service Economy.
3. Deposit the extract of the minutes with the registry of the competent enterprise court (greffe du tribunal de l’entreprise / griffie van de ondernemingsrechtbank). The registry transmits the extract for publication.

The company’s legal representative or corporate secretary typically handles these filings, though many firms delegate the task to a notary or specialised corporate services provider.

Publication in the Belgian Official Gazette, the 15-Day Rule

The removal or resignation of a director must be published in the Belgian Official Gazette (Moniteur Belge / Belgisch Staatsblad) within 15 days of the date the removal takes effect. This publication requirement is mandatory; until the change is published, the company cannot rely on the removal against third parties acting in good faith. The extract must contain the director’s name, the date of removal, and the identity of the body that resolved the removal.

The table below illustrates a typical post-resolution timeline:

Special Practical Scenarios When You Remove a Director from a Company

Standard removal procedures cover most cases, but several recurring situations require additional care.

Director who is also a shareholder. A director-shareholder can vote on the resolution to remove themselves, Belgian law does not impose a blanket prohibition on voting in one’s own removal. However, if a shareholder agreement restricts the vote, or if the articles contain a specific conflict-of-interest rule for this scenario, those provisions take precedence. In practice, removing a director-shareholder from a closely held BV often triggers parallel negotiations over share buyback or exit terms.

Sole director removal. Where the company has only one director, removing that director without simultaneously appointing a replacement leaves the company without a legal representative. The general meeting should therefore include a second agenda item proposing the appointment of a successor. If no successor is available, the company may petition the president of the enterprise court for the appointment of a provisional administrator.

Can you remove a director without their knowledge? Technically, nothing in the BCCA prevents a valid removal resolution from being passed if the director was properly convoked but chose not to attend. However, removing a director without informing them of the agenda item, for example, by adding the removal to the agenda after convocation, would likely be challenged as procedurally defective. Best practice is always to inform the director directly and in advance, and to offer the opportunity to be heard at the meeting. Failing to do so increases litigation risk and may result in annulment of the resolution.

Emergency removal and interim suspension. Belgian law does not provide a fast-track “emergency removal” procedure outside the general meeting. Where urgent circumstances require it, for instance, if a director is suspected of fraud, the remaining directors can restrict the director’s delegated powers and convene an extraordinary general meeting at the shortest permissible notice. In extreme cases, a shareholder may seek interim measures from the president of the enterprise court to suspend the director pending a general meeting vote.

Risk, Legal Remedies and Director Liability After Removal

Removing a director can trigger claims from the dismissed individual. Common risks include:

• Contractual damages, where a management agreement or service contract provides for a fixed term or notice period, early termination may give rise to a compensation claim equal to the remaining contractual remuneration.
• Abuse of right, a removal carried out in manifestly unreasonable circumstances (e.g., without any opportunity to be heard, or motivated by discriminatory intent) may be challenged as an abuse of the majority’s voting power.
• Increased personal liability for remaining directors, since 1 January 2025, Book 6 of the New Belgian Civil Code has broadened the scope of extra-contractual liability for corporate officers, removing certain protections that previously shielded directors from third-party claims. Industry observers expect this change to make directors more cautious about the process through which colleagues are removed, since procedural failures could now more easily give rise to personal exposure.

Mitigation Checklist, Reducing Litigation Risk

• Obtain legal advice before initiating the removal process, review all contractual layers (articles, shareholder agreements, service contracts, D&O insurance terms).
• Document the decision-making process, board minutes proposing the agenda item, convocation letters, proof of delivery, meeting minutes and vote records.
• Offer the director the opportunity to be heard, even where not strictly required, this significantly reduces the risk of a procedural challenge.
• Negotiate exit terms, a settlement covering termination compensation, post-contractual non-compete, and release of claims is often more cost-effective than contested litigation.
• Verify D&O insurance coverage, ensure the remaining directors’ and officers’ liability policy covers claims arising from the removal process.

Practical Templates and Checklist for Director Removal in Belgium

The following templates can be adapted to your company’s specific circumstances. They are starting points, not substitutes for legal advice.

Sample shareholder resolution, removal of director

“The general meeting of [Company Name] NV/BV, validly convened and deliberating in accordance with the articles of association and the Belgian Companies and Associations Code, resolves by [ordinary / qualified] majority of the votes cast to remove [Director’s Full Name] from their position as director of the company, with effect from the date of this resolution. The board of directors is instructed to carry out the necessary filings and publication in the Belgian Official Gazette within the statutory deadline.”

Sample meeting notice, key contents

• To: All shareholders of [Company Name] NV/BV (enterprise number [BCE number]).
• Date and time: [Date], [Time].
• Location: [Registered office address or virtual meeting details, if permitted by articles].
• Agenda: (1) Proposed removal of [Director’s Full Name] as director; (2) Appointment of replacement director [if applicable]; (3) Any other business.
• Proposed resolution text: [Insert full text as above].
• Right to attend and vote: Shareholders registered on the record date may attend and vote in person or by proxy.

Filing and publication checklist

Conclusion, Key Steps to Remove a Director from a Company in Belgium

For anyone asking “can I remove a director from a company” under Belgian law, the answer is clear: shareholders have broad statutory authority, but exercising it demands careful procedural compliance. Review the articles of association and any shareholder agreements, convene the general meeting with proper notice, pass the resolution by the required majority, and complete all filings and publication in the Belgian Official Gazette within 15 days. Where contractual commitments exist, factor in the potential cost of compensation claims, and always give the director the opportunity to be heard. For complex or contested removals, engaging a corporate lawyer in Belgium at the outset is the most effective way to protect the company’s interests and avoid procedural missteps.

Sources

1. CMS, Expert Guide for Directors (Belgium)
2. DLA Piper Intelligence, Global Expansion: Belgium (Board Requirements)
3. Liedekerke, Corporate Governance Guide (Legal 500)
4. Klea Legal, Director Changes in Belgium
5. Grant Thornton Belgium, Director Liability: New Civil Code Changes (2025)
6. Belgian Official Journal (Moniteur Belge / Belgisch Staatsblad), e-Justice Portal