How To Close A Company in Belgium

A Belgian company can use a TUP (global transfer of assets) to dissolve the company quickly and efficiently. With a TUP you can dissolve a company, whether trading or dormant, with the minimum of formalities and at a lower cost than being involved in a total liquidation of assets. It requires of course to have available another legal entity ,whether located in Belgium or not, to which are transferred all the liabilities and assets which appear on the dissolved companies books as from the date that the dissolution was carried out. It has to be performed in through a deed that has to be executed in front of a public notary. The dissolved company is then cancelled from Banque Carrefour, and a publication on the Moniteur Belge is performed by the Notary to make sure that third parties are informed about the transfer of assets and liabilities as well as the effective dissolution of previous company.

In order to ensure that the Belgian company is merged in the proper manner and in the quickest possible timeframe you will need to contact us for further assistance.

ADVANTAGES OF TUP

• • Quick and clean merger of a company to another asset holding entity
  • Can be used to merge two companies whilst enjoying favourable tax regime for mergers
  •  Avoids formal investigation into the conduct of the directors as required in liquidation or receivership.

DISADVANTAGES OF TUP

• • If the company is not dissolved in the proper manner then this could involve time and money, please contact us for assistance and fees for winding up your company in Belgium. In addition an audited and fair evaluation of the assets and liabilities of the to be dissolved company needs to be prepared and is attached to the deed.

NB: A TUP procedure cannot be done independently and will need the services of a chartered accountant, please contact us for further assistance – we are here to help.

This is not a choice. The company is put under compulsory liquidation where the company is unable to pay its debts in Belgium a winding up petition is made in the public's interest or the court or the company does not start its business within a year from its incorporation or suspends its business for a whole year. This is an expensive course of action and clear advice needs to be taken. This usually involves taking the debtor to the high court, if the liquidator verifies that the assets are not sufficient to cover the debts and is not possible to find an extrajudicial agreement with the creditors: in this case the company is declared bankrupt  and the court appoints a “Curateur fallimentaire”. In this case it’s likely that the Director might be convicted and prosecuted.

What happens in a compulsory liquidation?

• • Draft an extraordinary general meeting to effect the dissolution of the company and to appoint a liquidator (unless he/she is already declared in the articles of association
  • In the same month the minutes of the meeting must be recorded
  • The decision of the dissolution and appointment of the liquidator should be published in the Moniteur Belge
  • File two certified stamped copies of the decisions of dissolution and appointment of liquidator at the commercial court by means of a business formalities centre intermediary
  •  Submit an entry into the commercial register to notify of the dissolution and nominated liquidator
  • Send an amended declaration of the company's existence to the tax office

What are the formalities to be carried out by the liquidator?

• • Make an inventory of assets and liabilities as soon as possible
  • Realisation of assets and settlement of liabilities
  • Establish the final liquidation account
  • Attend shareholders meeting so that the accounts can be discharged and approved before the liquidator
  • File the final accounts and decisions of the general meeting at the commercial court by means of a business formalities centre intermediary
  • Publish the notice of closure in the legal announcements page in the same newspaper which published the nomination of the liquidator
  • Distribute liquidation proceeds
  • Once liquidation has been completed during this month, cancellation in the Banque Carrefour des entreprises takes place and social and tax administrations are notified
  • Within 8 days of deregistration, the close of liquidation is published in the Moniteur Belge.

For both options in Belgium it is important to take care to protect the assets of the business, to conform to the liquidator's wishes and to act responsibly. Please contact us for further information and advice as to how to proceed.