The following entities must file annual accounts:

• companies incorporated under Belgian law, regardless of whether they have a social purpose, established in the form of:
  • a public limited company
  • a partnership limited by shares
  • a private limited (liability) company
  • a cooperative company (with limited liability)
• European economic interest groupings (EEIGs) registered in Belgium with one or more legal persons as general partners
• European companies (SEs) incorporated under Belgian law
• companies incorporated under Belgian law, regardless of whether they have a social purpose, established in the form of:
  • a general partnership
  • an ordinary limited partnership
  • a cooperative company with unlimited liability
  • an economic interest grouping with its registered office in Belgium

  if they meet the size criteria to be considered large and have one or more legal persons as general partners.

All of the abovementioned companies must file annual accounts, regardless of whether they are commercial companies or civil-law companies taking the form of a commercial company.

• public institutions not taking the form of a commercial company but with a corporate purpose of a commercial, financial or industrial nature; this group also includes autonomous municipal undertakings and intermunicipal associations
• insurance companies licensed by royal decree in accordance with the legislation on insurance companies; this group also includes private insurance companies taking the form of a mutual insurance association or a mutual insurance fund (except for those active in the “occupational accidents” sector)
• certain undertakings for collective investment with a variable number of units (investment funds), whose annual accounts must be filed as an annex to the annual accounts of their management company
• Belgian public-law entities taking the form of a commercial company, notwithstanding any provisions of the articles of association to the contrary.

Companies in liquidation

Companies in liquidation are required, pursuant to Articles 2:70, second paragraph, 2:99 and 3:10 CCA, to file two sets of annual accounts for the financial year in the course of which they are wound up, i.e. one set drawn up by the former manager(s) or director(s) and one by the liquidator(s), unless the liquidation proceedings are opened and closed in the same financial year. This is to allow a clear distinction to be made between the liability of the manager(s) or director(s) and that of the liquidator(s). Indeed, each of these individuals assumes responsibility for the (partial) annual accounts they have drawn up, on the basis of which their liability with respect to the policies pursued is assessed.

Normal liquidation procedure

(Dissolution and liquidation in two stages)

The stage of liquidation determines who must file annual accounts with the National Bank and for which period: 

1. Upon entering liquidation, the former managers or directors must draw up annual accounts for the period running until the dissolution of the company (i.e., the date of the official instrument pursuant to which the company is dissolved), as dissolution triggers the close of the financial year. These annual accounts are submitted to the general meeting for approval and filed with the National Bank in accordance with Article 3:10 CCA.
2. During liquidation, the liquidators must file annual accounts covering the period from dissolution until the ordinary closing date of the financial year. Thereafter, they must file annual accounts each year until the liquidation process is concluded. These annual accounts are submitted to the general meeting for information purposes only (thus not for approval), with an explanation of the reasons why liquidation could not be completed, in accordance with the first paragraph of Article 2:99 CCA, and filed with the National Bank of Belgium in accordance with the second paragraph of Article 2:99 CCA, within 30 days from the date of the general meeting and in any case within seven months from the close of the financial year.
3. As from the close of liquidation, the annual accounts need no longer be published, unless the closing date of liquidation coincides with the normal closing date of the financial year. Thus, annual accounts for the last incomplete financial year need not be filed (Arts 2:99 and 3:10 CAA).

Simplified liquidation procedure

(dissolution and liquidation in a single operation or “turbo liquidation”)

If the liquidation process is started and concluded in the same financial year (e.g. winding-up and liquidation by means of a single instrument), only one set of annual accounts need be filed by the former managers or directors.

The accounts should cover the period up to dissolution, i.e. the date of the notarial instrument winding up and dissolving the company.

Upon filing, the words “in liquidation” must be added to the company’s name on the cover sheet of the annual accounts.