Belgian companies

Most companies in which the liability of the shareholders or members is limited to their contribution, plus some other companies, have to file their annual accounts and/or consolidated accounts with the Central Balance Sheet Office of the National Bank every year.

Have to file a set of annual accounts with the Central Balance Sheet Office:

  • companies incorporated under Belgian law, whether their object is social or not, established in the form of:
    • a public limited liability company
    • a partnership limited by shares
    • a private limited liability company
    • a cooperative limited liability company
    • an economic interest grouping (EIG)
  • European economic interest groupings (EEIGs) registered in Belgium
  • the European company (SE) under Belgian law
  • companies incorporated under Belgian law, whether the object is social or not, established in the form of:
    • a general partnership
    • an ordinary limited partnership
    • a cooperative partnership with unlimited liability

    if their membership includes one or more legal entities with unlimited liability and they are also classed as large.

All abovementioned companies have to file their annual accounts, whether they are commercial company or civil compony in the form of a commercial company.

  • public institutions not established in the form of a trading company but performing a corporate function of a commercial, financial or industrial nature; this group of institutions also contains the autonomous departments of public works and the intermunicipal associations.
  • insurance companies licensed by the King in accordance with the legislation on insurance companies; this group of companies also includes private insurance companies established in the form of a mutual insurance society or a mutual insurance fund (except for the “Industrial Accident” sector)
  • certain undertakings for collective investment with a variable number of participation rights (investment funds), whose annual accounts must be filed as an annex to the annual accounts of the company controlling them.
  • the Belgian legal persons in public law having taken the form of a commercial company, nonwithstanding any statutary contrary condition.

 

Do not have to file any annual accounts with the Central Balance Sheet Office:

  • sole traders
  • small companies whose members have unlimited liability: general partnerships, ordinary limited partnerships, co-operative companies with unlimited liability
  • large companies whose members have unlimited liability, if none of the members is a legal entity
  • agricultural partnerships
  • hospitals, unless they have taken the form of a trading company with limited liability
  • professional associations, schools and higher education institutions.

In certain cases they have to submit a social balance sheet to the Central Balance Sheet Office.

Companies that have merged, been taken over or hived off

The management of a company that has merged, been taken over or hived off are required to draw up annual accounts for the period running from the date of closing the books for the last accounting year for which the annual accounts have been approved to the date from which the operations of the company to be merged, taken over or hived off are deemed to be carried out for the beneficiary companies account. These annual accounts must also be submitted for the approval of the shareholders or partners of each beneficiary company.

The annual accounts must be filed with the National Bank within thirty days of their approval by the annual general meeting.

 

Companies in liquidation

The liquidation procedure phase concerning a company determines whether or not the company has to submit annual accounts to the National Bank:

  1. at the time of going into liquidation - which means the date of the officially certified deed dissolving the company - there is not, in principle, any requirement to draw up or publish annual accounts; however, the Belgian Accounting Standards Board does advise this in order to permit a clear distinction between the liability of the directors and that of the liquidators
  2. during the liquidation, the liquidators must draw up a set of accounts each year in accordance with Article 92 of the Companies Code, and submit those accounts to the general meeting stating the reasons why it was not possible to complete the liquidation; those accounts must then be submitted to the National Bank, together with an inventory, within 30 days of the date of the general meeting and at the latest 7 months after the date of the year-end closure; if the liquidation is finalised in the year of dissolution, however, then the annual accounts no longer have to be made public at the National Bank
  3. on termination of the liquidation, the annual accounts no longer have to be published since the disclosure obligation under Article 193 of the Companies Code applies only so long as the liquidation cannot be completed.

When the accounts are submitted, the name of the company on the first page must always be supplemented by the words "in liquidation".

More information is available on the website of the Belgian Accounting Standards Board (www.cnc-cbn.be), in the Recommendation 2011/08 of April 6 2011 published on 8th April 2011: "Verslaggeving bij ontbinding en vereffening" (in Dutch) or "Reddition de comptes en cas de dissolution et de liquidation" (in French).