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Voluntary dissolution

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.

Responsibility of the shareholders

The reports of the statutory auditor and of the board are presented to the shareholders. The liquidation only starts after approval by the shareholders, in a meeting held in front of a notary and transcribed in an official notary deed. 

A liquidator approved by the shareholders will be in charge of selling assets, selling liabilities and closing the liquidation. Under some conditions the closing of the liquidation may also occur on the same day as the proposition for liquidation.