Bochon & Partners
Judicial reorganisation (PRJ)
Preserve the business or organise a transfer, under the protection of the court.
In Belgium, judicial reorganisation (PRJ) is the procedure under Book XX of the Code of Economic Law that allows a company in difficulty to obtain from the enterprise court a stay (moratorium) against its creditors while it reorganises. Three outcomes are possible: an amicable agreement, a collective agreement put to the creditors’ vote, or the transfer of all or part of the business under court supervision. Public or private, a PRJ is a tool for continuity — provided it is rigorously prepared before the petition is filed.
See also: preventing business difficulties · bankruptcy (own filing or summons) · judicial dissolution and liquidation.
Objective
A PRJ is a court procedure that allows a company in difficulty to benefit from a temporary stay against its creditors, in order:
- to secure the continuity of all or part of its business,
- to avoid bankruptcy,
- to organise a transfer of the business under court supervision.
The procedure is governed by Book XX of the Code of Economic Law and suits a wide range of companies, from the SME facing temporary difficulty to the structurally threatened company.
Publicity: public or private PRJ
Since the 2021 reform, a PRJ can be filed in one of two procedural forms:
- Public PRJ : published in the Belgian Official Gazette (Moniteur belge), the stay is enforceable against all creditors; hearings are held in chambers or in open court.
- Private PRJ : handled confidentially, without publication, to limit the impact of the procedure on the company’s image and business relationships.
The choice belongs to the debtor when the petition is filed. It is part of our initial strategic analysis.
Three forms of PRJ, depending on the objective
1. PRJ by amicable agreement — limited to one or more specific creditors
- Here the PRJ seeks court approval of an agreement negotiated with one or more named creditors.
- There is no collective effect, and no vote is required.
- The agreement, once approved, becomes enforceable.
- This form is always confidential (private PRJ).
2. PRJ by collective agreement — covering all creditors or a category of them
The company draws up a reorganisation plan submitted to its creditors for approval. The plan may provide for payment terms, debt write-offs, asset disposals or internal reorganisations. The debtor can choose between two distinct legal regimes:
a) The classic regime — double majority
- more than 50% of the voting creditors by number,
- representing more than 50% of the claims by value,
- the regime most commonly used by SMEs.
b) The class-based regime
- designed for large companies, available to SMEs on an opt-in basis,
- creditors divided into homogeneous classes according to their ranking,
- voting by class; court approval possible even without unanimity (cram-down).
The choice between these two regimes depends on the structure of your debt and the dynamics of your negotiations. It is a major strategic decision. A PRJ by collective agreement can be public or private, depending on the situation.
3. PRJ by transfer under court supervision — a supervised transfer of the business
- The court appoints a court officer to organise the transfer of all or part of the business to one or more buyers.
- The stay preserves the value of the assets and allows an orderly sale.
- The transfer may take place with or without the retention of staff.
- This form can be public or private, depending on the circumstances.
Our role at your side
- Upstream strategic analysis: admissibility, timing, viability of the plan
- Choice of PRJ type (amicable agreement, collective agreement, transfer)
- Choice of voting regime (classic or class-based)
- Preparation of the file: petition, appendices, financial projections, plan
- Dialogue with the delegated judge, creditors and the public prosecutor
- Representation at the hearing and monitoring of the stay
- Implementation of the plan after court approval
Considering a reorganisation?
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Personalised, confidential analysis →Frequently asked questions
Judicial reorganisation (PRJ), governed by Book XX of the Code of Economic Law, allows a company whose continuity is threatened to obtain from the enterprise court a stay in order to reorganise: through an amicable agreement, a collective agreement with its creditors, or the transfer of all or part of its business. Its aim is to preserve the business rather than liquidate it.
During the stay, the creditors concerned cannot, in principle, enforce their claims or obtain a bankruptcy order, and the company continues to be run by its directors. In return, it must comply with the framework set by the court; in a public PRJ, the procedure is published in the Belgian Official Gazette (Moniteur belge). The exact scope depends on the form chosen and the creditors concerned.
It is one of the possible outcomes of a PRJ: the court appoints a court officer to organise the sale of all or part of the company or its business to a buyer, in order to preserve the business and jobs where a reorganisation by agreement is not possible or not sufficient.
A public PRJ is published in the Belgian Official Gazette (Moniteur belge) and the stay is enforceable against all creditors; a private PRJ is confidential, without publication, to limit the impact on the company’s image and business relationships. The choice is made when the petition is filed and is part of the initial strategic analysis.
A PRJ opens a stay which, depending on its form and scope, suspends enforcement measures by the creditors concerned. The exact extent of this protection depends on the type of PRJ and the creditors involved — which is precisely what we analyse case by case.
The stay is granted for a limited period, which may be extended under the conditions provided for in Book XX of the Code of Economic Law. The actual duration depends on the complexity of the plan and the dynamics of the negotiations with the creditors.
The classic regime relies on a double majority (more than 50% of the voting creditors representing more than 50% of the claims) and remains the most common for SMEs. The class-based regime, designed for large companies and available to SMEs on an opt-in basis, divides creditors into classes and allows court approval even without unanimity (cram-down). The choice depends on the structure of your debt.
A professional appointed to assist the company and oversee the reorganisation process. Their involvement can be requested, including on a preventive basis, to make the process more credible and better structured.