The concept of 'control' applies to shareholders or partners who directly or indirectly exercise control over the legal person, persons who have de jure or de facto authority to exercise a decisive influence on the appointment of the majority of the members of the company’s board or of the managers or on the company’s policy orientation.
Pursuant to Article 5, § 2, of the Belgian Companies Code, control over an undertaking is de jure and irrefutably presumed where:
- such control arises from the ownership of the majority of voting rights attached to all the shares or partners’ rights in the undertaking in question;
- a partner has the right to appoint or to dismiss the majority of the members of the board or of the managers;
- a partner has controlling power by virtue of the articles of association of the undertaking, or of agreements signed with it;
- by effect of agreements entered into with other partners of the undertaking in question, a partner owns the majority of the voting rights attached to all the shares or partners’ rights in the latter.
Depending on whether the undertaking is a natural or legal person, such shareholders or partners shall fill in annex 3 or 4 to the memorandum on the procurement of an authorization as an independent financial planner under Belgian law (French or Dutch only).