Judicial dissolution of a company

The law stipulates that the president of the commercial court of the place where the company has its registered office, sitting as in summary proceedings at the request of a shareholder or partner, can declare the dissolution of a company for lawful reasons.

What does “sitting as in summary proceedings” mean?

This means that the president of the commercial court remains competent to handle the case (unlike the summary judge). He may do so according to the rules of summary proceedings because the urgency of the case is presumed. Therefore, there is no need to go to the summary judge. For example, much shorter deadlines apply, which speeds up the case.

What are “lawful reasons”?

The law presumes that the following situations fall under “lawful reasons”:

  1. The shareholder or partner has largely neglected their obligations within the company.
  2. The shareholder or partner is no longer able to fulfill their obligations due to an illness.
  3. All other cases that make the normal continuation of the company’s activities impossible (e.g. an insoluble conflict between partners).
  4. Failure to file annual accounts.

One reason for judicial dissolution is when a company fails to meet its legal obligation to file annual accounts. The court can then declare dissolution at the request of any interested party, the public prosecutor, or after notification by the Chamber for Companies in Difficulty.

This claim can only be made at the earliest seven months after the closing of the financial year, and is brought against the company.

In case of notification by that Chamber, the judge has two options. He can impose a regularization period during which the company gets time to make its annual accounts in order and file them under the supervision of the Chamber for Companies in Difficulty, or he can immediately proceed to the dissolution of the company.

The court can decide to dissolve when:

  1. The company in question was automatically deleted because it:
    • a. has not had active qualities, activities, or business units registered in the Crossroads Bank for Enterprises for at least three years;
    • b. is registered in the Crossroads Bank for Enterprises with an active status;
    • c. does not have any ongoing admission or qualification requests registered in the Crossroads Bank for Enterprises;
    • d. has not made any changes to the registered data in the Crossroads Bank for Enterprises for 7 years;
    • e. has not made any other publications than the annual accounts in the Annexes of the Belgian Official Gazette or in the Belgian Official Gazette for 7 years.

These are cumulative conditions.

  1. The company, despite two summons with a thirty-day interval (the second of which was done by court letter), did not appear before the Chamber for Companies in Difficulty.
  2. The directors of the company do not have the necessary professional qualifications or management skills required by law, decree, or ordinance (e.g. certain diplomas).

In case of a request from an interested party or the Public Prosecutor, the judge will grant a regularization period of at least three months. He will first refer the case to the Chamber for Companies in Difficulty, which will have to report. After the expiry of the imposed deadline, the president of the commercial court will make a decision on the dissolution, based on the report of the Chamber.

The dissolution will be recorded in a judgment and will take effect from the date on which it is pronounced. The judgment is subject to opposition and appeal.


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