Ex officio striking-off of a company in Belgium: when does it happen?

What is the ex officio striking-off of a company?

According to Van Dale, "strike out" means "to delete", and this is also how you can interpret an ex officio striking off. It's is an administrative act that results in the company no longer being considered active.

With an ex officio striking-off, the government aims to eliminate 'dormant' companies. By including in legislation more grounds for striking off a company, it discourages inactivity.

 

For what reasons will your company be struck off ex officio?

Until recently, there were five reasons (grounds) for ex officio striking off in Belgium.

 

1. Death of the founder: when the founder of a company (natural person) died at least six months ago, according to the data of the national register.
2. Closure of liquidation: when the liquidation of a legal entity was closed three months ago.
3. Closure of bankruptcy: when the decision to conclude the bankruptcy of a legal entity was taken three months ago.
4. Failure to file annual accounts: when a company has not filed annual accounts for three consecutive financial years.
5. Exceptional order (cumulative):
   • The company is registered in the Crossroads Bank for Enterprises (CBE) and has an active status there, but has no active capacities, activities or establishment units for at least three years.
   • The company has not made any changes to its data in the CBE for seven years.
   • The company has not published anything in the CBE other than its annual accounts for seven years.

 

Two new grounds for ex officio striking-off

Recently, the legislator added two new grounds for striking off a company ex officio:

 

1. 3 months after merger or acquisition: if a company involved in a merger or acquisition fails to meet certain requirements within 3 months, it can be struck off ex officio.
2. Failure to comply with UBO obligations(UBO stands for 'Ultimate Beneficial Owner' or 'beneficial owner'): where a company fails to comply with obligations on identifying and reporting its beneficial owners, this can lead to an ex-officio striking off. These obligations include requiring the company to identify the individuals who ultimately control it and to keep accurate and up-to-date information on them.

 

What are the consequences of ex officio striking-off?

When your company is struck off ex officio, it can no longer act legally. It can then no longer conclude contracts or carry out financial transactions, for example. The company is not dissolved, but its legal capacity is suspended.

 

This strike-out is published in the Belgian Official Gazette, informing others of the situation. Moreover, all legal actions of your deleted company become inadmissible. In other words, you can no longer start legal collection procedures yourself to recover your unpaid invoices.

 

Can an ex officio striking-off still be revoked?

Yes, under certain circumstances this happens. For example, if you can prove that the grounds for your company's strike-off were incorrect or if you were unable to fulfil certain obligations for a valid reason. Note that this depends on the situation and the specific laws and regulations under which your company falls.

In summary, an ex officio striking-off of your company is serious and can happen to you if you fail to comply with certain legal obligations. So be aware of these obligations and strictly comply with them. That way, you will avoid legal complications.

Unpaid is happy to inform you about your rights and obligations as an entrepreneur. If you have a question, chances are you will find the answer in our Knowledge Center.

 

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