Christoph Van der Elst

Het huurrecht en de nieuwe bestuursstructuur van de NV

WP 2003-09

The Belgian Parliament has changed the management system of the public limited liability company in 2002. Until September 1, 2002 the only model a public limited liability company could opt for was the one-tier board model. In this regime, the board of directors has the most extensive power to managethe company. The new Act introduced an optional system to make it possible to choose between the classic one-tier model and a modified one-tier structure with a board of directors and a management board. The powers vested in the management board are determined in Article 524 Belgian Companies' Code. All powers of the board of directors are included with the exception of deciding on the general policy of the company and those powers explicitly vested in the board of directors. The board of directors has the duty to supervise the management board. The law does not indicate what "general policy" is. Second, there are no new rules on representation of the company. This paper discusses the consequences of the absence of clear rules on "general policy" and "representation". Renting contracts are used to illustrate the difficulties of the new system.