The procedures for the contribution and transfer of a universality and branch of activity are regulated by articles 12:93 and 12:94 of the WVV (for the transfer of universality and branch of activity I refer article 12:103 of the WVV).
Both the administrative bodies of the transferring and of the acquiring company’s first draw up a proposal of contribution by private Act or authentic instrument. After all, the law requires that as many separate proposals are drawn up as there are acquiring companies. However, when the contribution of a universality or branch of activity modifies the object of the transferring company, a deed is always required. If the contribution is made to a newly incorporated company, only the transferring company has to draw up a proposal. This proposal must include the legal form, the name, the object and the registered office of the companies involved in the contribution, as well as the date on which the shares issued will give a right to profit-sharing. The date of any accounting retroactivity shall also be included.
When the contribution of a universality is made for the benefit of several companies, or in the case of a contribution of a branch
of activity, the proposal for a contribution shall describe and specify how the assets of the company making the contribution are to be distributed. The proposal must be deposited at the registry of the Company court at least six weeks before the approval of the contribution or transfer.
