Filing the balance sheets is one of the most important legal obligations of companies. Moreover, failure to file them (on time) puts the liability of directors at risk. Companies that have not filed their balance sheets on time risk far-reaching consequences ... even after only one occasion. Forwarned is forearmed. You do not want to wake up to a company that has been legally dissolved while you still have assets and activities in it.
Companies that have not filed their balance sheets within 7 months after the close of the financial year risk having their dissolution demanded by the Enterprise Court.
Companies therefore have every interest in filing their balance sheets on time.
And this is not very surprising since the balance sheets are an important tool for third parties to verify the solvency of the company.
1. Who can request the judicial dissolution of a company?
Any interested party and the public prosecutor may request the judicial dissolution of a company.
In addition, the court can also order the dissolution of a company that has failed to comply with its obligation to file balance sheets after notification by the chamber for companies in difficulty.
In the latter case, the court can either pronounce the dissolution immediately (see below) or grant a period of regularisation and refer the file back to the chamber for companies in difficulty for follow-up.
2. Period of regularisation to get into line
If an interested party or the public prosecutor requests the dissolution, the court grants a regularisation period of at least three months. The file is then referred to the chamber for companies in difficulty for follow-up of the regularisation.
At the end of the three-month period, the court rules on the report of the chamber for companies in financial distress. In this way, an abrupt liquidation can be avoided.
If the request for dissolution is made by the chamber for companies in financial distress, the court can also pronounce the dissolution of a company immediately in the following cases:
- The company was deleted ex officio;
- The company did not appear before the chamber for enterprises in financial distress despite two summonses with a 30-day interval;
- The directors of the company do not have the basic management skills or the professional ability to carry out the activity of the company imposed by law, decree or ordinance.
Attention: A dissolution at the request of the chamber for companies in financial distress cannot be pronounced as long as a bankruptcy, judicial reorganisation or dissolution procedure of the company is pending.
3. What if the Enterprise Court still pronounces the dissolution?
The judgment pronouncing the judicial dissolution may be appealed or - if the company has been convicted in absentia - opposed. This must be done within a period of one month starting from the publication of the judgement in the Belgian Official Gazette (Belgisch Staatsblad/Moniteur Belge).
This strict mechanism was created by the legislator in order to liquidate (or just wake up) "sleeping" companies.
It is clear that, with the current health crisis, the Enterprise Courts and the public prosecutor's office are paying more attention to this than ever before. Indeed, the crisis has exposed the economic fragile points of the corporate landscape.
So staying alert is the message.
Should you like further explanation or assistance, please do not hesitate to contact us on +32 (0)2 747 40 07 or via firstname.lastname@example.org.