July 5, 2017
Version française
Nederlandse versie
Since 12 June 2017 [1], the commercial investigation chamber (chamber d'enquête commerciale / kamer voor handelsonderzoek) of a Belgian tribunal of commerce is entitled to refer a case to the tribunal in order to rule on the dissolution of a company when such company does not file its annual accounts (financial statements).
Until now, when a company did not file its annual accounts for three consecutive years, its judicial dissolution could be ordered by the tribunal only at the request of an interested third party or the public prosecutor (art. 182 of the Company Code).
What’s changed?
In case the dissolution is requested by an interested third party or by the public prosecutor, the tribunal grants a minimum time extension of three months to regularize the situation. Should the action result from the initiative of the commercial investigation chamber, the tribunal may either grant a time extension to regularize the situation, or order the dissolution of the company.
However the tribunal cannot order the dissolution as long as bankruptcy, judicial reorganization or dissolution proceedings are pending.
If you have any questions, please contact the following individuals at McGuireWoods' Brussels office:
Hubert André-Dumont, Partner
[email protected]
Timothy Speelman, Partner
[email protected]
Nathalie Locht, Associate
[email protected]
1. Law of 17 May 2017 amending various laws for the purposes of completing the judicial dissolution proceedings, Belgian State Gazette, 12 June 2017, p. 63589.
2. According to article III.42, § 1st, 5° of the Code of Economic Law, the Crossroads Bank for Enterprises is entitled to deregister a company if the following cumulative conditions are met:
-For at least three years the company has not had qualities, activities, nor active establishment units registered within the Crossroads Bank for Enterprises;
-It is registered within the Crossroads Bank for Enterprises as being active;
-It does not have pending authorization or quality request within the Crossroads Bank for Enterprises;
-It has not proceeded for seven years with any modification relating to the data recorded within the Crossroads Bank for Enterprises; and
-It has not proceeded for seven years with any publication, other than relating to annual accounts, in the Appendixes to the Belgian State Gazette or within the Belgian State Gazette.