The new Companies' Laws of April 13, 1995, introduce a new procedure of judicial dissolution of a dormant company and impose additional formalities with regard to the liquidation of a company. These new provisions will enter into force on July 1, 1996.

When a company during three consecutive business years fails to comply with its obligation to file its annual accounts with the Belgian National Bank, every interested party and the Ministry Public have the right to introduce a procedure before court in order to obtain the dissolution of the company. Such procedure can only be introduced against the company after a period of seven months following the end of the third concerned business year. Unless such failure to file the annual accounts is timely regularised, the court will pronounce the dissolution and organise the liquidation of the company. This new procedure, set forth in Article 177sexies of the Coordinated Laws on Commercial Companies ("CLCC"), concerns all companies having the obligation to file annual accounts.

In case the shareholders of a "societe cooperative a responsabilite limitee", "societe en commandite par actions", "societe privee a responsabilite limitee" or "societe anonyme" wish to voluntarily dissolve their company, the following new formalities have to be taken into account (new Article 178bis CLCC) :
  • - The manager or the Board of Directors of the company has to justify the proposal to dissolve the company in a special report.
  • - A recent status of the accounts (not older than three months) has to be attached to the mentioned report of the manager or the Board.
  • - The statutory auditor has to render a report on the mentioned status of the accounts. In case the company does not have a statutory auditor, the manager or Board has to designate an auditor or accountant to establish said report.
  • - Both reports have to be communicated to the shareholders of the company and have to be presented at the general meeting of shareholders deciding on the liquidation of the company.
Finally, the new Companies' Laws provide that the liquidator of a company has the obligation to draw up annual accounts and to present these annual accounts to the annual shareholders' meeting, to be held on the date and at the place set forth in the charter of the company. The liquidator has also the obligation to file said annual accounts with the Belgian National Bank within thirty days after the date of the annual meeting (Article 187 CLCC). It is generally accepted that these annual accounts are presented to the annual meeting for information purposes only and do not have to be approved. Discharge is granted to the liquidator only at the time of closing of the liquidation.

The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.

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