The Belgian Company Code provides for the possibility to dissolve and liquidate a Belgian company in a single step (en un seul acte/in één akte) (for more information, please see the June 2012 edition of this newsletter).
The Act of 25 April 2014 amending the Company Code with regard to liquidation procedure (the "Act") was published in the Belgian State Gazette on 14 May 2014 and entered into force on 24 May 2014. The Act amends one of the main requirements to proceed with dissolution and liquidation in a single step.
Prior to the Act, the company could not have any outstanding liabilities (in other words, all liabilities had to have been settled by the board of directors prior to liquidation) in order to qualify for fast-track dissolution and liquidation. The wording of this provision gave rise to a number of interpretative difficulties in practice, however.
Therefore, the Belgian legislature decided to bring this requirement into line with the requirements applicable to regular liquidation (i.e., the procedure when a liquidator is appointed) (Art. 190 §2 of the Company Code). The Act now requires that all debts to third parties be reimbursed or that the amounts necessary to do so be placed in a special account. It should be noted that this provision con-cerns only third-party debts as the shareholders must in any case unanimously agree to dissolve and liquidate the company (see below).
The other requirements for fast-track dissolution and liquidation remain unchanged, such as the condi-tions that (i) no liquidator have been appointed by the general meeting of shareholders and (ii) all shareholders of the company be present or represented at the general meeting which unanimously decides to dissolve and liquidate the company.
The liquidation procedure is initiated by the board of directors and is subject to applicable reporting obligations, which remain unchanged. The board must still draw up (i) a special report setting out the reasons for dissolving and liquidating the company and (ii) a statement of assets and liabilities dated no more than three months prior to the date of the general meeting's decision to dissolve and liquidate the company.
In addition, the company's auditor (or an external auditor if no auditor has been appointed) must draw up a report on the aforementioned statement of assets and liabilities. The Act provides that the auditor must expressly refer to the settlement of all third-party debts (or the availability of the funds necessary to this end) in the conclusion of its report.