Publishing Acts in the Belgian Gazette: Costs and Timing

What the Belgian Gazette does

The Belgian Gazette is the official journal of the federal State. For companies and associations, its annexes play a specific role. They make public the decisions that change the identity or management of a legal entity.

Without publication in the Belgian Gazette, a decision still binds the shareholders, but third parties may ignore it. Publication therefore protects the company as much as its partners. It also feeds the CBE, which people check before signing a contract.

Which acts must appear in the Belgian Gazette?

The Code of Companies and Associations requires the publication of many acts. Here are the most common:

• The deed of incorporation and the articles of association.
• Any amendment of the articles, for example of the name or the object.
• The appointment and end of office of directors and the statutory auditor.
• The move of the registered seat.
• Dissolution, the appointment of a liquidator and the closure of liquidation.
• Mergers, demergers and changes of legal form.

Annual accounts follow another route. You file them with the Central Balance Sheet Office of the National Bank of Belgium, not with the Belgian Gazette. Our guide to NBB filing explains that duty.

How filing works

The process has three stages.

For a notarial deed, the notary handles the filing directly. For a board decision, the company files the minutes and the form, often through its accountant. Filing online saves trips and can speed up processing.

What does publication cost?

Each publication triggers flat-rate fees, payable by the company. The amount depends on the type of act and changes from time to time. So check current rates on the Belgian Gazette website before you budget.

For example, an SRL that appoints a new director pays for one publication. If it also amends its articles before a notary on the same day, the notary includes those fees in the bill. Grouping several decisions in one filing can therefore keep costs down.

How long does it take?

The law expects prompt filing after a decision. So do not leave signed minutes lying in a drawer. After filing, the text appears in the Belgian Gazette once processing ends, often within a few days to a few weeks.

Plan for that delay when a date matters. For instance, a bank often waits for publication of a new signatory before changing mandates. Likewise, a move of the seat only binds third parties once it appears in the Belgian Gazette.

The legal effects of publication

Publication makes the act enforceable against third parties. In practice, the company can then rely on it against a client, supplier or public body. For a short period after publication, however, a third party can still argue it could not have known.

Conversely, a third party can already rely on an act that has not appeared yet. A missing publication therefore works mainly against the company. Directors may also face liability if late filing causes harm.

Searching the annexes online

The annexes are free to consult online. On the Belgian Gazette website, search for a company by enterprise number or name. You will find each publication there: incorporation, appointments, successive articles.

That search also helps before you sign with a partner. For example, check who may bind the company, and since which publication in the Belgian Gazette.

Common mistakes

• Forgetting to publish a director's resignation.
• Filing an incomplete form, which the registry may reject.
• Mixing up the Belgian Gazette with NBB filing of annual accounts.
• Changing bank signatories before the official publication.

Each mistake delays publication or creates uncertainty for third parties. One person in charge of follow-up, often the accountant, keeps those risks down.

Further reading

Each event in a company's life follows its own procedure. Our guide to amending articles of association explains the majorities and the notary's role. The one on how to replace a director covers appointments. Finally, our article on the registered-office transfer walks through a frequent case.