Special mission of the statutory auditor
Specific procedures are prescribed by the Companies Code applicable to public limited liability companies, partnerships limited by shares, private limited liability companies or cooperative limited liability companies when a company goes into voluntary liquidation
If a company does not have a statutory auditor, it will have to appoint an auditor (member of the IBR / IRE) or an external accountant.
Responsibility of the board of directors
The board of directors must justify the proposed liquidation in a special report to the shareholders and attach a statement of assets and liabilities drawn up as at a date not older than three months. This statement is ordinarily prepared on a liquidation rather than a going concern basis; if not, this should be justified by the board.
Responsibility of the auditor
As specified by the IBR / IRE standard: Normen inzake de controle bij het voorstel tot ontbinding van venootschappen met beperkte aansprakelijkheid / Normes relatives au contrôle à opérer lors de la proposition de dissolution d'une société dont la responsbilité est limitée, it is the responsibility of the auditor to:
- Report on this statement of assets and liabilities and
- Conclude whether it is based on accounting data and gives a complete true and fair view of the financial position of the company.