Official cross out of companies from the Crossroads Bank of Enterprises

Since July 1, 2013, 98.198 companies have been crossed out.

1. General

Until 1 July 2013, neglecting to depose annual accounts was sanctioned on the basis of Article 182 § 1 of the Belgian Code of Companies, which stipulates that every interested party has the opportunity to claim the dissolution of a company that has failed to file its annual accounts during three consecutive financial years.

This new authority of the CBE to officially cross out companies from the CBE has been implemented by article 18 of the law of 15 July 2013 concerning urgent measures in the battle against fraud, that came into force on 1 July 2013.

The officially cross out of companies from the CBE does not apply to the following companies that meet the criteria of Article 97 of the Belgian Code of Companies:

• Small companies that have taken on the form of a partnership, a limited partnership or a cooperative company with limited liability;
• The partnerships, the limited partnerships or the cooperative companies with unlimited liability, of which the associates with unlimited liability are natural persons.
  

2. What are the consequences of such an official cross out?

Firstly, it’s important to note that the cross out does not entail the dissolution, nor the liquidation of the company. The company persists and has to fulfil all her obligations. Therefore, she remains subject to all legal, accounting, fiscal and social obligations.

Companies persist and remain subject to all legal, accounting, fiscal and social obligations

Furthermore, a commercial enterprise does not loose his commercial nature. After all, the status of merchant is obtained following the exercise of an economical activity and not through registration of a company at the CBE. 

But, the cross out implies that the economical activity of the company can no longer be exercised (pursuant to article 62, § 5, 1° of the law of January 16, 2003 establishing a Crossroads Bank of Enterprises).

However, if this economical activity continues to be exercised by the company after the cross out, the sanction is imprisonment from 1 up to 6 months and a fine of 100,00 EUR up to 10.000,00 EUR.

3. How is this cross out published?

The decision concerning the cross out is published for free in the annexes of the Official Belgian Gazette and is available on the public website of the CBE.

4. Withdrawal of the cross out

The cross out of a company from the CBE applies until the company has corrected the situation by filing the annual accounts for the missing financial years.

After this regularization, the removal of the cross out will be published in the Official Belgian Gazette.