A Royal Decree of 25 April 2014 enables individuals to file amendment acts of companies electronically through the online application "e-Griffie"/"e-Greffe". However, due to technical difficulties, the system will only become operational as from October.
For some time now, notaries have been able to file the constitution deed of a company electronically using the e-depot system. As regards individuals, the Royal Decree of 25 April 2014 (on the modification of the Royal Decree of 30 January 2001 of the Companies Code concerning the electronic filing of data by third parties in the Crossroads Bank for Enterprises) provides individuals with the possibility of filing amendment acts of companies electronically through "e Griffie"/"e-Greffe" and to perform the accompanying electronic registration of the data in the Crossroads Bank for Enterprises.
"e-Griffie"/"e-Greffe" is the online web application (www.egriffie.be) that has been developed by the Federal Public Service for Justice and the Agency for Administrative Simplification with the aim of reducing the administrative formalities relating to the filing of constitution and amendment acts of associations and companies and the accompanying registration and amendment of the data in the Crossroads Bank for Enterprises.
As from February 2012, individuals can electronically file the constitution deed of a non-profit organisation. This option also exists for filing the constitution deed of any other legal entity that can be constituted by way of a private act, such as a general partnership ("vennootschap onder firma"/"société en nom collectif") and an ordinary limited partnership ("gewone commanditaire vennootschap"/"société en commandite simple").
In March 2013 the possibility of electronic filing was extended to all acts, excerpts of acts, minutes and other documents which are to be filed with the Clerk's Office by a non-profit organisation, an international non-profit organisation or a foundation (cf. Royal Decree of 26 June 2003 concerning the publication of acts and documents of non-profit organisations, international non-profit organisations, trusts and pension-financing funds). For the time being, technical difficulties prevent the practical application of the Royal Decree of 17 March 2013 introducing this change.
Direct electronic registration with the Crossroads Bank for Enterprises
Article 1 of the Royal Decree of 25 April 2014 enables individuals to electronically perform the first registration relating to the constitution or a later amendment of the data of a company in the Crossroads Bank for Enterprises.
Electronic filing of amendment acts of companies
The Royal Decree of 25 April 2014 introduces the possibility for individuals to electronically file constitution and amendment acts of companies. The text of article 11, §1 of the Royal Decree of 30 January 2001 was amended so that a "physical" filing at the Clerk's Office is no longer required in the case of electronic filing.
From a practical point of view, it is expected that this electronic application will be useful especially for the filing of acts relating to the resignation and appointment of directors, and less useful for amendment acts for which the notary needs to intervene as these will be filed by the notary.
The Royal Decree of 25 April 2014 also adds a new article 12/1 to the Royal Decree of 30 January 2001, providing that in the case of electronic filing of a private act, the original act needs to be kept at the seat of the company. Furthermore, article 12/1 provides that, in order to preserve the authenticity of the filed act, the electronic filing needs to be accompanied by a declaration by the filing third party, certifying that the filed copies are identical to the original documents.
Application not yet operational for companies
Initially it was envisaged that "e-Griffie"/"e-Greffe" would be made available for companies as of 30 April 2014. However, due to technical difficulties, the electronic application has not yet been finalised. The Federal Public Service for Justice indicates that the application will be operational for companies as from October 2014. From that moment it should also be possible, in principle, for non-profit organisations to electronically file amendment acts.
Practical details
The procedure to electronically file amendment acts of a company and to perform the accompanying registration will probably be analogous to the procedure for the electronic filing of constitution deeds of non-profit organisations. One therefore needs, amongst other things, (i) an electronic identity card, (ii) an electronic identity card reader, (iii) electronic payment, and (iv) an electronic version of the amendment acts duly executed by the shareholders or directors, as the case may be. After registration using the electronic identity card, completion of the online form and electronic payment, the amendment is filed with the Clerk's Office and registered with the Crossroads Bank for Enterprises and will be published in the Annexes to the Official Gazette no more than 15 days later.