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Liquidation

Liquidation: practical guides and steps

3 guides on the topic “Liquidation”: legal obligations, concrete procedures, costs and deadlines.

Liquidation ends the life of a business by settling its debts and sharing out what remains. It follows a voluntary dissolution, a court decision or a bankruptcy. These guides help directors, partners and non-profit boards close their structure properly.

Dissolution and liquidation: two separate steps

Dissolution decides that the company will end. Liquidation then organises that ending, asset by asset and debt by debt. During this phase, the company keeps its legal personality, but only to wind up its affairs. Its documents must then state that it is “in liquidation”.

In an SRL or SA, the general meeting votes the dissolution before a notary. It appoints one or more liquidators, whom the president of the enterprise court must confirm. If the company has no debts left, dissolution and liquidation in a single deed remain possible under conditions. Our guide to dissolution and liquidation details each step.

The liquidator's work

The liquidator takes over from the directors until closure. The task follows a logical order.

1Draw up an inventory of assets and liabilities.
2Sell the assets and collect receivables.
3Pay creditors, respecting their ranking.
4Share any remaining balance among the shareholders.
5Close the process and publish the closure in the Belgian Official Gazette.

The balance paid to shareholders, the liquidation surplus, normally bears withholding tax. An accountant therefore helps prepare that moment, especially if the company has built up a liquidation reserve.

Bankruptcy and forced liquidation

Bankruptcy remains a closure imposed by the court. It affects a business that has persistently stopped paying and whose credit has collapsed. The manager must then file for bankruptcy within one month of the cessation of payments. A trustee then sells the assets under the court's supervision.

Before it comes to that, judicial reorganisation can offer a way out. Our guide to bankruptcy explains the procedure and its consequences for managers.

The case of non-profits

Non-profits follow a similar path. A non-profit dissolves by a decision of its general meeting, then settles its accounts in the same way. The main difference lies in the remaining assets. They normally go to a disinterested purpose, never to the members. Our guide to dissolving a non-profit details that procedure.

Costly mistakes

  • Stopping the activity without formal dissolution or deregistration from the CBE.
  • Forgetting tax or social debts before sharing out the balance.
  • Delaying the bankruptcy filing, which can make the manager liable.
  • Skipping annual accounts: three years without filing can lead to a court-ordered dissolution.

A well-prepared closure protects partners and creditors alike. You can check closure publications on the FPS Justice eJustice website.