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Quasi-contribution

Special mission of the statutory auditor

In the event of a quasi-contribution, the Companies Code foresees specific procedures applicable for a public limited liability company, a partnership limited by shares, a private limited liability company and a cooperative limited liability company. These procedures are not applicable in case of purchases that are executed as common business for the entity and at normal market conditions, for purchases on a stock exchange or in case of sales by the judicial authorities.

If a company does not have a statutory auditor, it will have to appoint an auditor (member of the IBR / IRE) on an ad hoc basis.

What is considered a quasi-contribution

A quasi-contribution occurs when the company purchases assets or business,

  • Within two years after incorporation
  • From a person having constituted the company, a board member, a shareholder or manager of the company
  • The value is higher than 10% of the issued share capital

Responsibilities of the board of directors

The board of directors has to prepare a special report justifying the transaction to the shareholders and, if needed, explain why they deviate with the conclusions of the auditor, at their own responsibility.
The reports of the auditor and the board are presented to the general shareholders’ meeting. The transaction is effective only after approval by the shareholders.

Responsibilities of the auditor

The control program, the form and content of the report and the tasks of the auditor have been specified in a standard of the IBR / IRE: Normen inzake controle van inbreng in natura en quasi-inbreng / Normes relatives au contrôle des apport en nature et quasi-apports. The auditor may not express an opinion on the value of the purchased assets or their remuneration, but only on the valuation methods used by the company. Neither can he / she express a fairness opinion on the operation. It is thus  the responsibility of the auditor to:

  • Describe the purchase
  • Name the original owner of the purchase
  • Review the valuation methods used for the assets and liabilities
  • Indicate that the result of the valuation methodes userd are at least equal to the remuneration

Exemption to the involvement of an auditor

The same exemptions to the involvement of an auditor apply as for a contribution in kind.