Article

Appointing a statutory auditor

Requirements

The requirements for the audit of financial statements is provided by the Companies Code.

The auditor is appointed for a term of three financial years by the general meeting of shareholders, upon proposal of the board of directors and after approval by the works council (where applicable). The auditor remuneration should be approved by the shareholders’ meeting.

The obligation to appoint a statutory auditor applies to large companies incorporated under the Belgian law and to small companies when it is part of a group which is legally required to prepare and publish consolidated financial statements.

A brief overview of the criteria that define the size of a company can be found here.

Directors can be held personally responsible for any loss or damage that is claimed by a third party as a result of the entity not having appointed an auditor and they are also penally responsible.

As per article 132/1 of Companies Code (Dutch | French), for public interest companies, the auditor may be reappointed for a maximum of 3 mandates (9 years) with some exceptions:

  • if renewal is granted after a call for tender (maximum 3 additional mandates)
  • if a board of auditors is appointed (maximum 5 additional mandates)

The auditor's report and the audit procedures are based on the International Standards on Auditing (ISA).

Statutory financial statements

Size of companies

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