The following entities must file annual accounts:

• companies incorporated under Belgian law, regardless of whether they have a social purpose, established in the form of:
  • a public limited company
  • a partnership limited by shares
  • a private limited (liability) company
  • a cooperative society (with limited liability)
• European economic interest groupings (EEIGs) registered in Belgium with one or more legal persons as general partners
• European companies (SEs) incorporated under Belgian law
• companies incorporated under Belgian law, regardless of whether they have a social purpose, established in the form of:
  • a general partnership
  • an ordinary limited partnership
  • a cooperative society with unlimited liability
  • an economic interest grouping with registered seat in Belgium

  if they meet the size criteria to be considered large and have one or more legal persons as general partners.

All of the abovementioned companies must file annual accounts, regardless of whether they are commercial companies or civil-law companies taking the form of a commercial company.

• public institutions not taking the form of a commercial company but with a statutory purpose of a commercial, financial or industrial nature; this group also includes autonomous municipal undertakings and intermunicipal associations
• insurance companies licensed by the King in accordance with the legislation on insurance companies; this group also includes private insurance companies taking the form of a mutual insurance association or a mutual insurance fund (except for those active in the “Occupational accidents” sector)
• certain undertakings for collective investment with a variable number of units (investment funds), whose annual accounts must be filed as an annex to the annual accounts of their management company
• Belgian public-law entities taking the form of a commercial company, notwithstanding any provision in the articles of association to the contrary.

Companies in liquidation

Companies in liquidation are required, pursuant to Articles 2:70, second paragraph, 2:99 and 3:10 CCA, to file two sets of annual accounts for the financial year in the course of which they are wound up, i.e. one set drawn up by the former manager(s) or director(s) and one by the liquidator(s), unless the liquidation and close of liquidation take place in the same financial year. This is to allow a clear distinction to be made between the liability of the manager(s) or director(s) and that of the liquidator(s). After all, the liability of each of these individuals and the policies they pursue will be assessed based on the (partial) annual accounts they have drawn up.

Normal liquidation procedure

(Dissolution and liquidation in two stages)

The stage at which a company enters liquidation determines who must file annual accounts with the National Bank for a given period: 

1. Upon entering liquidation, the former managers or directors shall draw up annual accounts for the period running until the winding-up of the company (i.e., the date of the official instrument pursuant to which the company is wound up), which triggers the close of the financial year. These annual accounts are submitted to the general meeting for approval and filed with the National Bank in accordance with Article 3:10 CCA.
2. During liquidation, the liquidators shall file annual accounts covering the period from winding-up until the ordinary closing date of the financial year. Thereafter, they shall file annual accounts each year until the liquidation process is concluded. These annual accounts shall be submitted to the general meeting for information purposes only (thus not for approval), with an explanation of the reasons why liquidation could not be completed in accordance with the first paragraph of Article 2:99 CCA, and filed with the National Bank of Belgium in accordance with the second paragraph of Article 2:99 CCA, within 30 days from the date of the general meeting and in any case within seven months from the close of the financial year.
3. As from the close of liquidation, the annual accounts need no longer be published, unless the closing date of liquidation coincides with the normal closing date of the financial year. Thus, annual accounts for the last incomplete financial year need not be filed (Arts 2:99 and 3:10 CAA).

Simplified liquidation procedure

(dissolution and liquidation in a single operation or turbo-liquidation)

If the liquidation process is started and concluded in the same financial year (e.g. winding-up and liquidation by means of a single instrument), only one set of annual accounts need be filed by the former managers or directors.

They should then be filed covering the period up to the dissolution, i.e. the date of the authentic instrument dissolving and liquidating the company.

The words “in liquidation” must always be added to the company’s name on the cover sheet of the annual accounts filed with the National Bank.