Article

Consolidated financial statements

Consolidation requirements in Belgium

The Companies Code is the base legislation for the consolidation requirements in Belgium.

Belgian GAAP and IFRS

Consolidated financial statements are prepared in accordance with Belgian GAAP as defined in the royal decree of 30 January 2001 as modified by the royal decree of 18 December 2015 (Dutch | French).

The royal decree of 18 January 2005 (Dutch | French) allows companies to publish their consolidated financial statements in accordance with IFRS, however this decision is irrevocable.

For all quoted companies, credit institutions, insurance companies and investment firms, the consolidation if IFRS as adopted by the European Union is an obligation.

Consolidation obligation

The obligation to prepare and file consolidated financial statements is further governed by legal rules laid down in articles 108 to 121 of the Companies Code (Dutch | French).

Every company that either exercises sole or joint control over one or more subsidiaries or that forms a consortium together with other entities (entities with common management according to article 10 of the Companies Code is required to prepare consolidated financial statements.

Consolidation exemptions

In Belgium, the two exemptions to the consolidation obligation are:

1. Reduced-size groups

Based on article 16 of the Companies Code, if a group does not exceed more than one of the following criteria, it does not need to prepare consolidated financial statements:

  • Annual average workforce: 250
  • Total assets: 17 000 000 EUR
  • Annual turnover (excluding VAT): 34 000 000 EUR

If the group does not have a formal process of consolidation and calculates the thresholds without eliminating the amounts intra-groups, these thresholds are increased by 20%.

The consolidation is mandatory for PIEs even if it is a reduced-size group.

2. Sub-consolidation exemption

A group does not need to publish consolidated financial statements, when its financial statements and those of all its subsidiaries are included in the consolidated financial statements of its parent or ultimate parent company, provided that:

  • The parent's, or ultimate parent's, consolidated financial statements are prepared in accordance with directive 2013/34/EU guidelines or equivalent
  • The general meeting of shareholders approves the exemption (valid for two accounting periods) with a qualified majority (90% for NV/SA and CVA/SCA legal forms, 80% for all other companies)
  • The consolidated financial statements of the parent or ultimate parent are published at the Central Balance Sheet Office in one of the three national languages.

This exemption in itself does not impact the legal requirements to present consolidated financial statements (with a restricted number of notes) with the annual information to the works council.

The absence of consolidated financial statements based on the sub-consolidation exemption should be mentioned in the statutory annual accounts of the company, together with:

  • Information about the consolidating parent company
  • A special motivation about the compliance with the conditions for the exemption

Filing of consolidated financial statements

The consolidated financial statements should be filed at the Central Balance Sheet Office as is the case for the statutory financial statements.

The company, qualifying for the sub-consolidation exemption must file the consolidated financial statements of its parent.

All publications must be made in one of the 3 national languages.

Consolidated financial statements published under Belgian GAAP must follow the formats published by the Central Balance Sheet Office.

Consolidated financial statements published under IFRS must follow the prescriptions of such standards (IAS 1 Presentation of Financial Statements).

Consolidated financial statements are accompanied by the consolidated management report and statutory auditor’s report.

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