Company Liquidation in Belgium

The Belgian Company Code was renewed in 2012 and a new simplified procedure was approved for company liquidation. The new Act allows company dissolution and liquidation in one step ("en un seul acte"/"in één akte"). According to the commercial code the liquidation of a Belgian company is the following step after a company was dissolved. The liquidation procedure in Belgium is defined as an action through which one or more liquidators sell a company’s assets, pay the company’s debts and if any amount of money remains, it will be divided between the shareholders according to the law or Articles of Association of the company.

Legal requirements for company dissolution in Belgium

Company dissolution in Belgium is possible only under the following circumstances:

• -        if the duration of the company has reached its end according to the Articles of Association;
• -        if a judge ruled for the dissolution of the company, a liquidator will be appointed to carry out the procedure;
• -        if the general meeting of the shareholders decided to dissolve the company and the Articles of Association were modified to this purpose.

Dissolving a company is the first step for company liquidation in Belgium.

The procedure for company dissolution in Belgium

The general meeting of the shareholders can make public the company dissolution only after some conditions are met:

• -        the director of the company has drafted a report that explains the reasons for dissolving the company;
• -        an auditor or an outside accountant has drafted a financial report stating the company’s assets and liabilities (according to the Belgian commercial code the term “liabilities” represent a company’s debts in the liquidation process); the report cannot be older than three months;
• -        all the documents the company releases must state that the company is in liquidation.

If these requirements are met, the Commercial Court will then appoint one or more liquidators that will pay the company’s debts and divide the remaining assets among the company’s shareholders.

The simplified procedure for company liquidation in Belgium

According to the new Act, the simplified procedure for company liquidation is possible only if:

• -        no liquidator was named;
• -        the company has no liabilities and was dissolved;
• -        all the shareholders participated when the decision for company dissolution was adopted;
• -        the general meeting of the shareholders unanimously decided the dissolution and liquidation of the company;
• -        the remaining assets after paying the debts of the company were divided among the shareholders.

 If you want details about the liquidation procedure of a company or need legal advice in litigation cases you can contact our law firm in Belgium.