The managing body of Belgian companies (“companies limited by shares, private limited liability companies, cooperative companies ") is obliged to prepare its annual accounts, to submit them to the annual ordinary general meeting and to file its annual accounts with the National Bank of Belgium within the legally foreseen terms.
The annual accounts must be submitted for approval to the ordinary general meeting on the statutory date and at the latest within six months after the closing of the financial year. The managing body has to respect these terms given the possible sanctions.
Possible sanctions:
- The managing body may be penalized with a fine between € 50 and € 10.000 (to be multiplied by 5.5).
- The damage suffered by third parties is, unless proved otherwise, deemed to result from the failure to meet the deadline for the submission of the annual accounts.
- The directors are jointly and severally liable for all damages resulting from the infringement of the articles of association and the Companies Code.
The possibilities to postpone the approval of the annual accounts are limited:
- The managing body is entitled to postpone the approval of the annual accounts for three weeks during the ordinary general meeting. However, the right of postponement is not often applied in practice as it can only be invoked at the general meeting and is restricted.
- The general meeting may also decide unilaterally to postpone the approval of the annual accounts during the ordinary general meeting by a majority of votes.
The annual accounts must be filed by the managing body at the National Bank of Belgium within one month after its approval and at least seven months after the closing of the financial year.
Possible sanctions:
- Surcharge imposed by the National Bank of Belgium to the company for late filing of the annual accounts, which can build up from € 360 for small companies to € 1.200 for the other companies.
- The damage suffered by third parties is, unless proved otherwise, deemed to result from the failure to meet the deadline for the submission of the annual accounts.
- The directors are jointly and severally liable for all damages resulting from the infringement of the articles of association and the Companies Code.
The general meeting can release the directors from any liability for infringements of the articles of association and the Companies Code (late filing of the annual accounts), if the infringements are explicitly mentioned in the agenda of the general meeting. This release is, however, not opposable towards third parties.
The managing body has thus every reason to comply with the legal obligations for the timely preparation, submission and filling of the annual accounts.
