Digitalization of the notary profession
With the Royal Decree of 7 June 2023,[1] the government has taken an important step to facilitate the execution of amendment deeds of legal entities. Since 1 August 2021, it was already possible to establish a company (or any other legal entity) completely digitally and remotely. A notary’s intervention is still required, but the parties can simply appear by videoconference.
This flexibility is extended to all authentic deeds of incorporation and amendment of legal entities, which may be remotely executed in dematerialized form since 20 June 2023. More specifically, it concerns amendments to the articles of association on changes of the object of the company, conversions and restructurings, dissolutions and liquidations, and any other amendments that would be the subject of an authentic deed.
The aforementioned new possibility will be useful for the amendment of the articles of association of legal entities to the Belgian Code on Companies and Associations, which must take place by 1 January 2024 at the latest.
In addition to this extension, the government has also broadened the legally permitted electronic identification and signature options for dematerialized authentic powers of attorney. From now on, equivalent electronic identifiers will also be accepted, which:
- either have been issued under an electronic identification scheme approved by Belgium;
- or are issued in another EU Member State and recognized for the purpose of cross-border authentication in accordance with the eIDAS Regulation.[2] These foreign electronic identifiers are already accepted for the execution of dematerialized authentic deeds of incorporation of legal entities. This is now being extended to all dematerialized authentic powers of attorney. Signature options are similarly extended.
The eIDAS Regulation defines the term "electronic identification scheme" as follows: "a system for electronic identification under which electronic identification means are issued to natural or legal persons, or natural persons representing legal person." [3] At present, these are eID and Itsme ID, but in the future there may also be a mobile ID provided by the government.[4]
[1] Royal Decree of 7 June 2023 concerning the identification of the parties to and the electronic signing of dematerialized authentic powers of attorney and entering into force of Article 12 of the Act of 22 November 2022 amending the Act of 16 March1803 on the Notary Profession, introducing a disciplinary board for notaries and bailiffs in the Judicial Code and miscellaneous provisions, BOG 16 June 2023 and available via www.ejustice.just.fgov.be.
[2] See Article 6 Regulation of the European Parliament and of the Council, no. 910/2014, 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93, Pb. L. 28 August 2014, 257/73 and available via www.eur-lex.europa.eu.
[3] Article 3, fourth bullet point Regulation of the European Parliament and of the Council, no. 910/2014, 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93, Pb. L. 28 August 2014, 257/73 and available via www.eur-lex.europa.eu.
[4] For more information on how an electronic identification system under which an electronic identifier is issued can be recognized by Belgium, see the Royal Decree of 22 October 2017 establishing the conditions, procedure and consequences of the recognition of electronic identification services for government applications, BOG 8 November 2017 and available via www.ejustice.just.fgov.be.