Annual accounts of foreign companies, associations and foundations
All foreign legal entities have to use a standardised front page in Dutch, French or German when making a compulsory filing.
1. Foreign companies
The annual accounts to be filed must be drawn up in accordance with the law of the company's country of origin; therefore, the use of the (full or abbreviated) model annual accounts that applies to annual accounts of Belgian companies is not compulsory.
However, foreign companies or European Economic Interest Groupings under foreign law that meet the criteria laid down in Article 1.24 of the Code of Companies and Associations ('small companies') use the sheet VKT 1.1 (Dutch) or A 1.1 (French) (Word - 50k) of the ' Abbreviated model of annual accounts for companies'.
In the case of consolidated accounts, this must be clearly stated on the first page.
2. Immigrating companies
Art. 14:28 - 14:30 of the Code of Companies and Associations (CCA) set out the obligations of all companies with legal personality governed by foreign law that wish to transfer their registered office to Belgium (immigration), with the exception of the European company and the European cooperative company.
The converting company, through its management body, files a statement of assets and liabilities with the National Bank of Belgium reflecting its financial position at the time of conversion. This deposit is made within thirty days of the drawing up of the deed.
The company concerned files its first annual accounts (after immigration) with the Central Balance Sheet Office within seven months after the end of the financial year, relating to the entire financial year (if there has been no amendment to the Articles of Association relating to the duration of the financial year).
In this context, we would also like to refer to the CBN recommendation 2020/15 - Transfer of registered office to Belgium: model of statement of assets and liabilities for immigrant companies (Dutch) of September 30, 2020, published on the CBN website on December 16, 2020.
For the filing of the statement of assets and liabilities of immigrant companies, we recommend the use of the models with or without capital, depending on the legal form of the company.
3. Foreign associations and foundations
Articles 3:50 and 3:54 of the CSA provide that foreign associations and foundations that have a branch in Belgium which, on the closing date of the last closed financial year, exceeds one of the criteria set out respectively in articles 3:47, §2 and 3:51, §2 of the CSA, are required to file their annual accounts with the Central Balance Sheet Office. The annual accounts may be filed in the form in which they have been drawn up, audited and made public in accordance with the law of the State to which the association is subject. The use of standardised models of annual accounts for associations and foundations is not compulsory.
It should be noted that the obligation to file applies to the foreign association or foundation and not to its branch in Belgium.
Foreign associations and foundations that choose not to use our standardised models are invited to make use of page S-asbl 1.1. (French) - S-vzw 1.1 (Dutch) The comment added for the reason of the derogation is ‘Association ou fondation étrangère’ (French) - 'Buitenlandse vereniging of stichting' (Dutch).
In case the foreign association or foundation uses the standardised models for associations, it shall file its annual accounts according to: