Aug 12, 2025
This article describes the occasional assignments of a company auditor in Belgium
Statutory Auditor and Legal Occasional Missions: General Overview
Beyond auditing annual accounts, the law assigns the statutory auditor other legal missions related to key events in a company's life.
In the following situations, companies are generally required by law to hire a statutory auditor:
Contributions in kind and quasi-contributions
Mergers – demergers
Transformations
Dissolutions
Company liquidation
Net asset test and liquidity test
Compulsory sale of shares
Changes in corporate purpose
Change of legal form or transformation
Restriction of pre-emptive rights
Issuances below par value
Etc.
Other legal missions exist, particularly in the financial sector, concerning anti-money laundering and anti-corruption or environmental controls.
When a company engages a statutory auditor for these missions, it must set the terms in an “engagement letter” or other written form specifying the scope of the mission in accordance with the applicable law.
The Statutory Auditor and Contributions in Kind
A contribution in kind is subject to a report by the commissioner or statutory auditor. The commissioner or auditor examines:
the description provided by the management body of each contribution in kind,
the valuation used,
the valuation method(s) applied (or, with justification, only one method).
The report specifies:
whether the values obtained through these methods correspond at least to:
the value of the contribution (for an SRL or cooperative company),
the number and nominal value or, if not available, the fractional value of the shares to be issued in return for the contribution (for an SA).
The report mentions the actual consideration allocated.
This obligation applies when setting up the company and for existing companies in the form of SRL, SC, or SA.
The rule does not apply in the following cases:
acquisition on the money market if no exceptional circumstances exist,
acquisition of assets assessed by an auditor less than six months ago according to generally accepted standards,
acquisition of assets from the balance sheet of the previous financial year, provided they have been audited and certified without reservation.
What is a “Quasi-Contribution”?
A quasi-contribution is only possible in an SA and concerns any acquisition transaction considered by the company within two years of obtaining legal personality, involving an asset belonging to a person who signed the constitutive act, a director, a member of the management committee or the supervisory board, or a shareholder, in return for a consideration of at least 10% of the subscribed capital. In this case, the commissioner, or failing that, a statutory auditor appointed by the management body, issues a report.
The rule does not apply in the following cases:
acquisition in the ordinary course and at market terms,
acquisition on the stock exchange,
acquisition during a judicial sale,
acquisition on the money market if no exceptional circumstances exist,
acquisition of assets assessed by an auditor less than six months ago according to accepted standards,
acquisition of assets from the balance sheet of the previous financial year, provided they have been audited and are subject to an unqualified declaration.
The Statutory Auditor and Mergers and Demergers
A merger or demerger by absorption or the creation of a new company is the legal act whereby the entirety of the assets of one or more companies, including rights and obligations, is transferred to another company as a result of their dissolution without liquidation, against the allocation of shares in the absorbing or new company to the partners or shareholders of the dissolved company, possibly with compensation not exceeding one-tenth of the nominal or fractioned value of the issued shares. In case of a split, the divided company may persist with non-transferred assets or be absorbed.
If the beneficiary or new company is a non-capital company, the contribution value equals the value of all contributions (excluding industry contributions) according to the balance sheet, plus certain reserves, all divided by the number of shares.
Procedure:
Merger or Demerger Project
The management bodies draft a merger or demerger project. It must be filed at the company's court registry and published by extract no later than six weeks before the general meeting's decision.Written Report of the Board of Directors
Each concerned company drafts a report detailing the asset and liability situation, explaining the reasons, modalities, legal and economic consequences of the operation, the exchange ratio calculation method, the weighting of the methods, difficulties encountered, and the proposed parity.
This report is not required if all the partners/shareholders and holders of other voting rights of each concerned company consent, or if a report on contributions in kind is established.
Report by the Commissioner, Statutory Auditor, or External Accountant
In each company, the commissioner, or failing that, an appointed auditor or external accountant, drafts a report on the project and declares whether the exchange ratio is pertinent and reasonable.
The report specifies:
1° the methods used to set the exchange ratio;
2° whether these methods are appropriate and what valuations they provide; it expresses an opinion on the weighting retained for each method.
The report also mentions any encountered difficulties.
The exceptions are identical to those mentioned earlier.
What is a Transformation?
When a company formed under one of the legal forms referred to in Article 1:5, §2, adopts another of these forms, its legal personality remains unchanged in the new form.
Procedure:
Board of Directors' Report
The board of directors establishes a statement of assets and liabilities drawn up no more than three months before the assembly called to decide on the transformation. It explains the proposal in a report listed on the assembly's agenda, to which the statement of assets and liabilities is annexed.Commissioner, Auditor, or External Accountant
The commissioner or, failing that, an appointed auditor or external accountant produces a report on this statement, indicating in particular if the net assets are overvalued.
Statutory Auditor during Dissolutions and Liquidations
What is a Dissolution and Liquidation?
The company is dissolved:
1° by decision of the general assembly;
2° automatically (statutory duration, ...), following a fact provided by law;
3° by judicial decision.
Dissolution results in the closure of the current financial year.
After dissolution, the company is presumed to subsist for its liquidation until closure.
Consequences:
All documents emanating from a dissolved company must indicate that it is in liquidation.
A company in liquidation cannot change its name.
A transfer of the registered office of a company in liquidation can only be executed after judicial approval.
Procedure to Follow:
Board of Directors' Report
The board explains the dissolution proposal in a report on the assembly's agenda called to decide. This report is accompanied by a statement of assets and liabilities drawn up no more than three months before the assembly.Commissioner, Auditor, or External Accountant
The commissioner, or failing that, an appointed auditor or external accountant, checks this statement, drafts a report and specifies in particular if it faithfully reflects the company's situation.
What is an Immediate Liquidation Closure?
Notwithstanding Article 2:71, dissolution and liquidation closure can be enacted in a single act under the following conditions:
1° no liquidator is appointed;
2° all debts to partners, shareholders or third parties mentioned in the statement of assets and liabilities have been repaid or the necessary funds consigned.
Consequence for the Commissioner/Auditor/External Accountant:
They must certify this repayment or consignment of outstanding debts in their conclusions. For claims against partners, shareholders or third parties who have accepted this treatment in writing, they must certify it in their report.
Statutory Auditor and the “Net Asset Test”
Net Asset Test in an SRL
The general assembly decides on the allocation of results and the granting of distributions.
No distribution may take place if the company's net assets are negative or would become negative as a result of the distribution. If the company has unavailable equity by law or by statute, no distribution may take place if the net assets fall or would fall below this amount. The unamortized portion of revaluation surpluses is considered unavailable.
Definition of “Net Assets”
Total assets minus provisions, debts and, except in exceptional cases, the unamortized amounts of establishment, expansion, research, and development costs.
If there is a Commissioner
In companies with a commissioner, they review this statement. Their examination report is attached to their annual audit report.
Net Asset Test in a SC
Same principle as for the SRL.
Net Asset Test in an SA
Distributable Profit
No distribution may take place if the net assets, as shown in the accounts, are or would fall below the minimum statutory equity, or if higher, the called-up capital, increased by all legally or statutorily unavailable reserves. The unamortized portion of revaluation surpluses is treated as an unavailable reserve.
Definition of “Net Assets”
Identical to the definition above for the SRL.
If there is a Commissioner
In companies with a commissioner, no audit report is required.
What is an “Interim Dividend”?
The statutes of an SA may authorize the management body to grant an interim dividend.
This distribution can only be made on the profits of the current financial year or, as long as the annual accounts are not approved, on those of the previous financial year, adjusted for carried forward losses or profits, without drawing on existing reserves and taking into account the legal/statutory reserves to be constituted.
Moreover, this distribution may only occur after the management body has established, based on a state of assets and liabilities reviewed by the commissioner, that the profit is sufficient for such a payment.
If there is a Commissioner
They prepare an examination report stating that the profit is sufficient. This report is annexed to their audit report.
Statutory Auditor and the “Liquidity Test”
Liquidity Test in an SRL
The general assembly decides on the allocation of results and distributions if the net asset test is positive.
The distribution decision only takes effect after the management body has confirmed that, according to reasonable forecasts, the company will maintain its ability to meet its debts as they become due for at least twelve months from the distribution date. This is the liquidity test. This decision is documented in a non-filed report.
If there is a Commissioner
In companies with a commissioner, they assess the historical and forecast data in this report, and mention it in their annual report.
Liquidity Test in a SC
The general assembly is empowered to allocate results and make distribution decisions, provided the net asset test is positive.
The distribution decision made by the general assembly only takes effect after the management body has determined that, based on reasonably foreseeable developments, the company will be able to, after the distribution, meet its debts as they become due, for at least twelve months from the distribution date. This is referred to as the liquidity test. The management body's decision is documented in a non-filed report.
If there is a Commissioner
In companies where a commissioner is appointed, they evaluate the historical and forecast accounting and financial data of this report. The commissioner mentions in their annual control report that they have completed this mission.