ASBL dissolution in Belgium: vote, liquidation and assets

When should you consider an ASBL dissolution?

A non-profit association can reach the end of its project. Several situations lead to an ASBL dissolution:

• Its purpose has been fulfilled or no longer makes sense.
• Its resources no longer allow the activity to continue.
• Too few active members remain.
• A deep disagreement divides the general meeting.
• The association has been dormant for several years.

The Belgian Code of Companies and Associations governs the procedure. You can read the text on the Belgian Official Gazette website.

How a non-profit differs from a company

An ASBL (non-profit association) does not enrich its members. That rule shapes the whole ASBL dissolution. In an SRL, the balance goes to shareholders as a liquidation surplus. In an ASBL dissolution, remaining assets must always go to a non-profit purpose. To close a commercial company, see our guide to voluntary liquidation instead.

Three possible routes

Winding up can arise from three sources.

A decision by the members

The general meeting decides to wind up the association. This is the most common route, and this guide covers it in detail.

A court order

The enterprise court can order an ASBL dissolution. A member, an interested third party or the public prosecutor files the request. Grounds notably include:

• An association unable to meet its commitments.
• Assets used for purposes other than the statutory aim.
• A serious breach of the articles, the law or public order.
• No annual accounts filed for several financial years.

Automatic winding-up

It occurs when the term set in the articles expires, if the articles provide for one.

Voluntary ASBL dissolution step by step

The vote follows stricter conditions.

1. Call the general meeting

The board calls the meeting in line with the articles. The agenda must clearly mention the ASBL dissolution proposal. Attach a recent statement of assets and debts.

2. Vote on the proposal

The rules protect members:

• At least two thirds of members present or represented.
• At least four fifths of the votes to adopt the decision.

If the quorum is not reached, a second meeting can decide whatever the attendance. The four-fifths majority still applies, however. In principle, an ASBL dissolution does not require a notary for this decision.

3. Appoint the liquidator

The meeting appoints one or more liquidators. It also sets their powers and any fee. If nobody is appointed, the directors take on that role towards third parties.

4. Publish the decision

The file goes to the enterprise court registry for publication in the Belgian Official Gazette. From then on, the association adds "in liquidation" to its name.

Liquidating the association

After the vote, the association keeps its legal personality for the purposes of liquidation. The liquidator:

• Draws up an inventory of assets and debts.
• Winds down ongoing activities and ends contracts.
• Sells assets needed to pay debts.
• Pays creditors, including employees.
• Reports to the general meeting.

If the association has staff, follow dismissal rules and provide the required payroll documents.

What happens to the remaining assets?

This point clearly separates a non-profit from a company. Remaining assets can never go to members, founders or directors. The articles must allocate them to a non-profit purpose. In practice:

• They go to the organisation named in the articles.
• Failing that, the meeting chooses an association with a similar aim.
• The liquidator then carries out the transfer.

For example, a sports club being wound up gives its equipment and cash to another local club. If you plan a new structure, read our guide to starting a Belgian non-profit.

Closing the liquidation

The liquidator presents a final report to the general meeting. The meeting approves the accounts, grants discharge and declares the closure. The closure then appears in the Belgian Official Gazette.

Several formalities remain.

• Removal of the association from the CBE.
• Final tax returns with FPS Finance, and VAT returns if the association was registered.
• Closing bank accounts and cancelling insurance policies.
• Keeping accounting records for the legal period.

Budget for the publications and, where needed, for an accountant's help.

Common ASBL dissolution mistakes

These are the traps we see most often.

• Abandoning a dormant association without winding it up: filing obligations continue.
• Holding the vote without the four-fifths majority.
• Sharing the balance among members, which the law prohibits.
• Forgetting a social security or tax debt before closure.
• Neglecting publication of the closure.

Could the association carry on instead?

Before voting, look at the alternatives. A merger with a similar association sometimes saves the project. A foundation can also hold assets dedicated to a lasting purpose. With Juristelo, you prepare a realistic budget to compare these options before any ASBL dissolution.