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Dissolution and liquidation in one notary deed


Wooden sticks stacked

Since 2012 it has been possible to dissolve and immediately liquidate a company during a single extraordinary general meeting, without the obligation of initiating the rather cumbersome liquidation procedure (requiring the appointment of a liquidator, the intervention of the commercial court and compliance with several formalities). The procedure of dissolution and liquidation in one notary deed has proven to be a great success in practice, as it allows for a company to be dissolved and liquidated more easily and more rapidly.

However, this simplified procedure can only be applied if certain (cumulative) conditions have been fulfilled. For instance, all debts towards third parties need to be reimbursed or the funds necessary to settle these debts have been consigned. Furthermore, all shareholders need to be present or represented at the general meeting, during which they need to decide unanimously on the dissolution and liquidation in one notary deed.

The new Belgian Companies and Associations Code (BCC) amends this procedure (art. 2:80 BCC). Below we highlight some important changes:

  • For instance, it will be possible in the future to dissolve and liquidate a company in one notary deed whose debts towards third parties have not been reimbursed and that has not consigned a sufficient amount to settle these debts. In this case, however, the preliminary written agreement of the unpaid creditors shall be required. The statutory auditor (or, in the event no statutory auditor has been appointed, the auditor or external accountant) needs to confirm this written approval in the conclusion of its report. This requirement shall also apply to the unpaid shareholders of the company.

  • The BCC also makes some adjustments to the attendance requirement for the general meeting to decide on the dissolution and liquidation in one notary deed. Indeed, it will in the future no longer be required for public and private limited liability companies that all shareholders be present (or represented) at the general meeting. For private limited liability companies it will be sufficient that the attending (or represented) shareholders represent at least half of the total number of issued shares. For public limited liability companies on the other hand, it will be sufficient that the attending (or represented) shareholders represent at least half of the share capital. If this attendance requirement has been met, the decision with respect to the dissolution and liquidation in one notary deed must still be unanimous.

Tax and Accounting

Patrick Valckx
Hannes Laloo

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