In Belgium, a company can be dissolved under certain circumstances, specifically:
- if the duration of the company reaches its term (if not constituted for an unlimited duration);
- through a judicial decision for just causes (in which case the court appoints a liquidator);
- through the General Meeting of Partners or Shareholders. In this case, the meeting must comply with the same terms and conditions stipulated for the modification of the articles of association.
The dissolution of a company does not result in its disappearance, but merely in its liquidation. A dissolved company continues to function for the purposes of winding up.
When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.
Before the General Meeting can announce the Voluntary dissolution of the company, it must be provided with:
- an explanatory report drafted by the company's managing director or board;
- a financial statement dated no earlier than three months prior summarising the company's assets and liabilities. This report must be drawn up by the auditor, or at the least by a financial reviewer or outside public accountant.
To ensure that all involved parties are aware of the situation, all documents issued by the company must clearly state that it is in liquidation.
Once the duties of the administrator are complete, one or more liquidators must be appointed, and this appointment must be approved by the Commercial Court.
The liquidator is responsible for paying the company's debts and liabilities. This individual must ensure that at the time of final liquidation, only the net assets remain for distribution amongst the associates or shareholders.
Termination of operations
Employers which cease to operate or have no employees for at least two full quarters must notify the NSSO in writing (in addition to the DIMONA discontinuation of employment declaration for your final worker). The NSSO then deletes the company's identification number.
After a certain period, if an employer decides to again hire workers, they must again initiate the identification process using a Dimona recruitment declaration.