Voluntary liquidation of an SRL or SA: the steps

What does a voluntary liquidation involve?

Closing a company happens in two stages. Dissolution ends the company's normal activity. The winding-up then settles its debts and shares out what remains. Together, they form a voluntary liquidation.

This guide covers a solvent SRL or SA that can pay all its creditors. If the company can no longer do so, bankruptcy proceedings or judicial reorganisation come into play. For a non-profit, different rules apply: see our guide to ASBL dissolution.

Three forms of dissolution

A company can come to an end in three ways.

• Voluntary dissolution: the shareholders decide it at a general meeting.
• Dissolution by operation of law: for example when the term set in the articles expires.
• Judicial dissolution: the court orders it, notably after several years without filed annual accounts.

The rest of this guide follows the voluntary liquidation route, the most common one.

Preparing the decision

Everything starts with a clear picture of the finances.

The statement of assets and liabilities

The board justifies its proposal in a report. It attaches a statement of assets and liabilities that is no more than three months old. A statutory auditor, registered auditor or external accountant reviews that statement. This review protects creditors.

Checking cash

Before calling the meeting, check that assets cover all debts. Otherwise, the voluntary liquidation may go wrong. A simple cash flow plan often settles the question.

The general meeting before a notary

Shareholders vote on dissolution at a general meeting. Quorum and majority follow the rules for amending the articles: three quarters of the votes in an SRL or SA. A notary records the decision in an authentic deed.

The meeting also appoints one or more liquidators. In principle, the president of the enterprise court must then confirm that appointment. The decision finally goes to the court registry for publication in the Belgian Official Gazette.

From then on, the company adds "in liquidation" to its name on all its documents.

The liquidator's work

During a voluntary liquidation, the liquidator replaces the board. The role covers four tasks.

The liquidator reports on progress to the court registry at regular intervals. Liquidators answer personally for their faults, for example if they pay shareholders before creditors.

The final surplus and its taxation

Once debts are paid, the balance goes to the shareholders. That amount forms the surplus paid to shareholders.

• The part matching fiscal paid-up capital comes back tax-free.
• The excess normally bears 30% withholding tax.
• Liquidation reserves built up by an SME bear no additional withholding tax.

For example, a company holds €60,000 after paying its debts. Its fiscal paid-up capital amounts to €20,000. Shareholders recover that €20,000 tax-free. The remaining €40,000 bears €12,000 of withholding tax, outside that SME reserve. Our guide to dividend withholding in Belgium explains these regimes.

Voluntary liquidation in a single deed

The law offers a fast track. The meeting can dissolve the company and complete the voluntary liquidation on the same day, in one notarial deed. Several cumulative conditions apply:

• No liquidator appointed.
• No liabilities according to the statement, or creditors already paid or in agreement.
• All shareholders present or represented, with a unanimous decision.

Shareholders then take over any remaining assets themselves. This option suits small companies with no debts.

Closing and deregistering the company

A final meeting approves the accounts of the voluntary liquidation. It grants discharge to the liquidator and declares the closure. Publication of the closure in the Belgian Official Gazette follows.

Administrative formalities remain.

• Removal from the CBE and closure of the VAT number with FPS Finance.
• The company's final tax return.
• Termination of contracts, insurance policies and bank accounts.
• Keeping books and records for the legal period.

Even after closure, some claims against liquidators remain possible for five years.

Costly mistakes

These are the most common traps in a voluntary liquidation.

• Leaving a dormant company alive: annual accounts and tax returns remain due.
• Paying out the surplus before settling all debts.
• Forgetting a tax or social security debt that surfaces after closure.
• Choosing the single-deed route while a creditor remains unpaid.
• Neglecting employment contract terminations and payroll documents.

Compare the options before closing

A voluntary liquidation is not always the best exit. A company sale sometimes rewards your work better. A sole trader, by contrast, simply stops trading through the business counter. With Juristelo, you compare these scenarios with real figures before deciding.