Producten - De Groote

Dissolution of your company due to the late filing of the annual accounts?

Why the confusion?

Since June 12, 2017, a new law has been in effect that significantly tightens the filing obligations. The court can now order the judicial dissolution of a company that has not filed or filed its annual accounts late for one financial year, whereas the deadline used to be three years. There are still many companies that are not aware of this, resulting in the annual accounts not being filed on time.

How to avoid late filing?

Under the motto “prevention is better than cure,” we remind you that a company’s annual accounts must be filed within thirty days after approval by the general meeting and at the latest seven months after the closing date of the financial year.

Why avoid late filing?

Late filing of your annual accounts carries several possible sanctions.

Firstly, dissolution can be pronounced at the request of any interested party, the public prosecutor, or after notification by the chamber for companies in difficulty. This application for dissolution can only be made after a period of seven months from the closing date of the financial year. The commercial court in the jurisdiction where the company has its registered office is competent.

Additionally, the company and each of the directors may also be held liable for this.

Late already?

If a claim for dissolution has been filed against your company, fortunately, there is still the possibility to regularize the situation.

There are two possible scenarios:

If the claim is filed by an interested party or the public prosecutor, the court will always grant a regularization period of at least three months and refer the file for follow-up to the chamber for companies in difficulty. After the regularization period, the court will make a decision based on the report of the chamber for companies in difficulty.
If the claim for dissolution follows the notification by the chamber for companies in difficulty, the court has a choice. It can allow a regularization period (and refer the file back to the chamber for companies in difficulty in the meantime) or pronounce the dissolution.

If the dissolution is pronounced by the court, you can appeal or object to this judgment, depending on whether the judgment was given on opposition or in default. This remedy must be lodged within one month from the announcement of the judicial dissolution in the Belgian Official Gazette.

How can we help and what is the cost?

Our experts have the necessary experience on this issue and can provide assistance to avoid or regularize dissolution.

For assistance in the phase preceding the dissolution decision, we generally charge a base amount of 1,500 euros excluding VAT and 15% overhead costs. However, if there is a dissolution decision against which opposition or appeal must be lodged, the rates in our general terms and conditions apply, which you can find here.