Is your company facing the risk of a faster judicial dissolution? Stay alert!

With this bill, the legislator essentially aims to address shell companies, fraudulent structures, and businesses that distort competition. Note: the bill only concerns companies, not associations or foundations.

Expansion of the grounds for dissolution

Today, the Code of Companies and Associations (the “CCA”) already provides several grounds on which a company may be judicially dissolved, such as legitimate reasons (e.g., deep and lasting shareholder disputes) or the failure to file annual accounts with the National Bank of Belgium.

The bill introduces new grounds:

• Non payment of the annual company contribution for two consecutive years;
• Deletion of the registered address in the Crossroads Bank for Enterprises (CBE); and
• Acting in violation of the CCA, public order, or—in a serious manner—the articles of association.

In addition, existing grounds are tightened:

• Automatic deletion of Belgian information obligated persons from the UBO register in the CBE is added;
• One single summons by the Chamber for Companies in Difficulty (CCD) will now suffice to invoke non appearance before the CCD;
• Besides lacking management skills or professional competence, a professional ban for directors may also lead to dissolution. The requirements for professional competence vary by region. A concrete example: a baker in the Brussels Capital Region can prove professional competence by demonstrating five years of professional experience over the past ten years.

Regularisation is possible

Although some measures are far reaching and applied only under strict conditions, regularisation remains an important principle to avoid dissolution.
In certain cases, the court first grants a regularisation period instead of immediately pronouncing dissolution. During this period, the company can rectify its situation—e.g., by filing the annual accounts or paying the annual contribution.

What about articles of association that have not yet been adapted to the CCA?

The bill refers broadly to “acting in violation of the CCA, public order, or, in a serious manner, the articles of association” and does not further clarify whether a company can be dissolved solely because its articles have not yet been updated. Moreover, as this is still only a bill, it is currently impossible to predict how courts will interpret any new ground for dissolution in practice.

This bill significantly expands and accelerates the possibilities for judicial dissolution of companies. The ultimate impact remains uncertain for now, as it is still a proposal. Nevertheless, vigilance is advised: companies lacking administrative or legal compliance may face a higher risk in the future.

Our PKF BOFIDI Legal lawyers are here to assist you

PKF BOFIDI Legal is closely monitoring this development and is happy to support you—both with questions about the bill and with adjusting your articles of association to the CCA.
Feel free to contact us for advice and practical assistance.

This article was written by Silke Uyttendaele.