Change of legal form
Special mission of the statutory auditor
A specific procedure is prescribed by the Companies Code to ensure that the shareholders and any interested third parties have a full understanding of the consequences of any such operation.
The board of directors must justify the proposed change in a report to the shareholders and attach a statement of assets and liabilities drawn up to a date not older than 3 months.
If the company does not have a statutory auditor, it will have to appoint an auditor member of the IBR / IRE or an external accountant to issue a report. As prescribed by the standards of the IBR / IRE (Normen inzake het verslag op te stellen bij de omzetting van een vennootschap / Normes relatives au rapport à rédiger à l'occasion de la transformation d'une société), this appointment represents a report on the statement of assets and liabilities and not an audit. The auditor will not express an opinion on the fair view of the equity, thef inancial position and the results of the company.
The reports of the (statutory) auditor or external accountant and of the board are presented to the shareholders. The change of legal form (and related change to the articles of association [bylaws]) is effective only after approval by the shareholders, in a meeting held in front of a notary and transcribed in an official notary deed.