Setting up a company
Company Dissolution in Belgium
Hero
A Belgian company closed by the statutory route it qualifies for, with the notary, the auditor and the filings coordinated for you.
- One deed or a liquidator (Art. 2:80 and 2:71 CSA)
- The notary executes the deed
- Remote by power of attorney
Closing a Belgian company: what we coordinate
We coordinate the closure of a Belgian BV/SRL, NV/SA, CV/SC or partnership for a founder or a foreign parent: the notary, the auditor or certified accountant who reports, and the filings. A company that never existed here starts at setting up a company in Belgium.
"Turbo-liquidation" is market shorthand. The Belgian one-deed route is Art. 2:80 of the Companies and Associations Code (CSA), not the Dutch turboliquidatie regime. A company that cannot pay its debts is a bankruptcy question and sits outside this service.
What is included
- A route check against Art. 2:80 and Art. 2:71 CSA, stated as criteria for you to decide
- The paperwork the notary works from, collected and checked, with company secretarial support in Belgium
- Coordination of the auditor's or certified accountant's report
- The dissolution deed prepared with the notary
- Filing and Moniteur belge publication followed up
- De-registration at an accredited business counter
- VAT, social-insurance and ONSS/RSZ endings, and five-year custody of the books
Note: the notary, the report and any tax advice on the distribution belong to third parties and licensed professions, not to us. Belgian law has no statutory company secretary.
Three ways a Belgian company ends
Belgian law knows three ways to end a company, and the route decides the cost and the liability.
Dissolution and closure in one deed (Art. 2:80 CSA)
No liquidator. Debts are repaid, consigned or agreed in writing, and the vote is unanimous among those present or represented. Faster, but shareholders stay liable for forgotten debts, up to what they received (Art. 2:104 section 3). Suits a Belgian subsidiary of a foreign parent too.
Ordinary liquidation with a liquidator
The meeting appoints a liquidator. Where creditors cannot be repaid in full, the court president confirms the liquidator, ruling within five working days of filing (Art. 2:84). Statements go to the registry in months seven and thirteen.
A company nobody closes
An action for judicial dissolution over unfiled accounts opens in month eight after the year-end (Art. 2:74 section 1). Surcharge and the annual company contribution accrue meanwhile.
Not the Dutch turbo-liquidation
"Turbo-liquidation" labels the one-deed route. It is not a Code term.
Starting fresh rather than closing? See buying a ready-made Belgian company instead of forming a new one. A branch is not a company: the foreign company closes it by filing within 30 days (Art. 2:24 section 3, 1° CSA), see registering a Belgian branch.
After the year-end: accounts unfiled, and the action is barred until then.
The action for judicial dissolution opens (Art. 2:74 par. 1).
Served thirty days apart.
Dissolution pronounced, with immediate closure where there is no liquidator (Art. 2:81). One month from publication to oppose or appeal (Art. 2:75).
How the one-deed route works
Durations are given only where the statute gives one.
Establish the position
List every creditor and decide per debt: repay, consign, or seek the creditor's written agreement. The route succeeds or fails here. No statutory deadline.
Draw up the statement and the directors' report
The summary statement of assets and liabilities is closed not more than three months before the meeting (Art. 2:71 section 2).
Obtain the report
The statutory auditor, or a reviseur d'entreprises or expert-comptable certifie, reports. This is reserved to them. No statutory deadline.
Hold the meeting
The general meeting decides dissolution and closure in one deed with the Art. 2:80, 3° vote. A non-resident shareholder may attend by power of attorney.
Execute the deed
The notary verifies the acts and executes the deed (Art. 2:71 sections 1 and 6). No fixed time for the appointment.
File and publish
The deed goes to the enterprise court registry and the Moniteur belge, within 30 days of the final deed (Art. 2:8 section 1).
De-register
The enterprise and its establishment units are de-registered at an accredited business counter. No fixed time.
Close the loose ends
VAT cessation on form 604C within the month, social insurance and ONSS/RSZ ended, books kept at least five years (Art. 2:102 section 1).
Statutory clockNo statutory deadline
- Establish the positionEvery creditor: repay, consign or agreeNo statutory deadline
- Statement and directors' reportSummary statement of assets and liabilitiesClosed at most 3 months before the meeting (Art. 2:71 par. 2)
- Obtain the reportAuditor or certified accountantNo statutory deadline
- Hold the meetingGeneral meetingOne meeting, one deed (Art. 2:80, 3°)
- Execute the deedThe notaryNo statutory deadline
- File and publishRegistry and Moniteur belgeWithin 30 days of the final deed (Art. 2:8 par. 1)
- De-registerAn accredited business counterNo statutory deadline
- Close the loose endsVAT, social insurance, ONSS/RSZ, booksVAT cessation on form 604C within the monthBooks kept at least 5 years (Art. 2:102 par. 1)
Not sure which route your company can take?
The route turns on the debts, the vote and the statement. We test the file against the statute with you.
What you need and what the law requires
What you bring to the notary:
- Share register or proof of title to the shares
- Last filed accounts and a current trial balance
- Creditor list with balances and a decision per debt
- Creditors' written agreements and proof of repayment or consignation, where used
- Identification documents for the notary and the UBO position
- A power of attorney for any shareholder who does not attend
- The auditor's or certified accountant's report, obtained from that third party
- For a corporate shareholder, the papers showing who signs for it
Foreign documents follow Art. 30 of the Code of Private International Law. We confirm the formalities with the notary before you translate anything.
The one-deed route stands on three conditions. The table gives the statute as written.
| Condition | What the statute says | Source |
|---|---|---|
| 1. No liquidator | No liquidator is appointed | Art. 2:80, 1° CSA |
| 2. Debts | Every debt in the statement is repaid, or the sum consigned, or the creditor has agreed in writing to the application of the article; the auditor confirms | Art. 2:80, 2° CSA |
| 3. Vote | Partnerships: unanimity of all partners. BV/SRL and CV/SC: unanimity of the votes present or represented, holding at least half of the shares. NV/SA: at least half of the capital | Art. 2:80, 3° CSA |
| 4. Assets | The remaining assets are taken over by the partners themselves | Art. 2:80, last sentence CSA |
The one-deed route under Art. 2:80 CSA, as the statute is written.
State charges and tax dates
The state's own charges for closing a company, each with its year. Our fee is quoted on request.
| Charge | Amount | Basis and year | Source |
|---|---|---|---|
| Moniteur belge, one amending deed | EUR 171.70 excl. VAT, EUR 207.76 incl. VAT | Filings from 1 March 2026 | *Moniteur belge* tariff |
| KBO/BCE de-registration | EUR 111.50 per establishment unit, VAT status not stated | 2026 | FPS Economy |
| NBB filing of annual accounts, each year of a liquidation | XBRL: full EUR 379.50, abridged EUR 89.40, micro EUR 67.00 | 2026 | NBB |
| Late filing of annual accounts | EUR 151 to 1,510 by size and month of delay | 2026, indexed (Art. 3:13 CSA) | NBB |
| Annual company contribution | EUR 399.73 or EUR 998.47, plus 1 percent a month if late | 2025 amounts | RSVZ/INASTI |
| Identifiable state cost, one-deed route | At least EUR 283.20 (171.70 plus 111.50), mixed VAT basis | Excludes notary, auditor, registry entry, VAT and social-security steps | Lines above |
State charges for closing a Belgian company. Official sources, consulted in September 2026.
The notary's, the auditor's and a liquidator's fees are set by them, not by a regulated tariff.
What a shareholder pays on what is distributed depends on the shareholder. The table gives rules and dates, not advice.
| Rule | Rate or date | Source |
|---|---|---|
| Liquidation bonus counts as a dividend, so as movable income | Art. 18 al. 1, 2°ter CIR 92 | CIR 92 |
| Base withholding | 30 percent, declared on form 273A within 15 days | FPS Finance |
| Liquidation-reserve distribution | 9.8 percent for reserves allocated after 30 December 2025 and held three years, from 11 June 2026 | Programme law of 30 May 2026 |
| VVPRbis | 18 percent from 1 July 2026 | Programme law of 30 May 2026 |
| Anti-restart rule | Three years, in force 1 July 2026 (Art. 21 al. 1, 11° CIR 92) | Programme law of 30 May 2026 |
| Year-end anti-avoidance | A changed closing date from 24 November 2025 is disregarded where only tax explains it | Art. 17, programme law of 30 May 2026 |
Distribution tax rules and dates, 2026. Not advice for your position.
Problems we solve
A debt that cannot be repaid before closing
We test it against the three alternatives of Art. 2:80, 2°, and the auditor confirms. If none fits, the ordinary route with a liquidator applies.
The shareholders' exposure after the fast route
Art. 2:104 section 3 makes shareholders liable for forgotten debts, up to what they received. The text has no carve-out for a creditor's written agreement, so we promise nothing there.
A company left to run
Surcharge and contribution accrue, the month-eight clock runs, and since 1 September 2026 the fine for unfiled accounts can reach EUR 80,000 (Art. 3:43 CSA). The offence is not new, only the fine. A KBO striking off does not close a company.
Owners abroad
A power of attorney covers the meeting and the deed, and we check foreign documents with the notary first. Whether a founder on a short stay may sign the deed in person is unsettled, so we describe the proxy route only.
The steps nobody lists
VAT form 604C within the month, de-registration, social insurance, ONSS/RSZ, authorisations and the books: closing the company does not do these by itself.
If the statement shows the company cannot pay, that is a bankruptcy or judicial-reorganisation matter outside this service.
Want the exit checklist run for you?
We follow the filing and publication and close the VAT, social-insurance and registration steps.
Why work with us
Lotte Vermeulen leads company formation and company law work in Brussels. Languages: Dutch, English, French, German.
From our practice: we assemble the file the notary works from, follow the filing and publication, and run the exit checklist after the deed. The auditor and the notary stay third parties.
Related services
- Company formationThe route for a company that does not exist yet.
- Corporate changesDirectors, name, seat and articles before the closing.
- Ready-made companiesBelgian companies available now.
Frequently Asked Questions
Does my Belgian company need zero debts to be closed in one deed?
No. Art. 2:80, 2° CSA requires every debt in the statement to be repaid, or the sum consigned, or covered by the creditor's written agreement to the application of the article, with the auditor confirming. "No debts" is market shorthand. The route turns on how each debt is settled.
If a creditor signs a written agreement, am I as a shareholder still liable for that debt?
The text does not settle it. Art. 2:104 section 3 CSA makes shareholders liable for debts unpaid at closure after a one-deed closure and has no carve-out for a creditor's written agreement. No case law was found, so we make no promise that the claim falls away.
What is the risk of the one-deed route for shareholders?
Shareholders are liable for forgotten debts whether or not they knew of them, without joint liability, up to the contribution repaid to them plus the liquidation surplus they received (Art. 2:104 section 3 CSA). A shareholder in good faith has recourse against the last members of the administrative body.
Do all the shareholders have to attend the meeting that closes the company?
No. A BV/SRL or CV/SC needs unanimity of the votes of the shareholders present or represented, who must hold at least half of the shares. An NV/SA needs shareholders holding at least half of the capital (Art. 2:80, 3° CSA). Absent shareholders can be represented by power of attorney.
Is turbo-liquidation in Belgium the same as the Dutch procedure?
No. The Belgian route is Art. 2:80 CSA: dissolution and closure in one deed, with no liquidator. "Turbo-liquidation" is market shorthand for it. It is not a term of the Code and it is not the Dutch turboliquidatie regime, which has its own rules.
What does the state charge to close a Belgian company?
The state lines, each with its year: Moniteur belge amending deed EUR 171.70 excl. VAT from 1 March 2026, KBO/BCE de-registration EUR 111.50 per establishment unit in 2026, and the NBB filing for each liquidation year. Notary, auditor and liquidator fees are not a regulated tariff. Our own fee is quoted on request.
How long does it take to dissolve and close a company in Belgium?
The statute fixes only some clocks: a statement not over three months old, five working days for the court president's ruling on a liquidator, 30 days from the final deed to file, statements in months seven and thirteen, and one month before the closing meeting. The rest is asset-paced and no total duration is published.
Do I need a notary to dissolve a BV/SRL or an NV/SA?
Yes. Voluntary dissolution of a BV/SRL, CV/SC or NV/SA amends the articles, so it needs a notarial deed. The notary verifies and attests the existence and external legality of the statement and report, and the deed reproduces the report's conclusion (Art. 2:71 sections 1 and 6 CSA).
Can a non-resident shareholder close a Belgian company?
By power of attorney for the meeting and the deed. A liquidator domiciled abroad is deemed to elect domicile at the seat (Art. 2:147 CSA). No single rule settles the formalities for foreign documents, so we confirm them with the notary before anything is translated or legalised.
What happens if I stop filing accounts and walk away from the company?
The late-filing surcharge (EUR 151 to 1,510 in 2026) and the annual company contribution accrue, and an action for judicial dissolution opens from month eight. Since 1 September 2026 the fine for unfiled accounts can reach EUR 80,000 (Art. 3:43 CSA). The offence is not new, only the fine.
My company was struck off the KBO. Is it closed?
No. An ex officio striking off from the KBO/BCE is a mention, and it is itself a ground for referral to the chamber for enterprises in difficulty (Art. 2:74 CSA, citing Art. III.42 section 1, 5° of the Code of Economic Law). It does not close the company.
What tax applies to what shareholders receive when a company is liquidated?
Rules and dates only: a liquidation bonus is movable income with 30 percent base withholding on form 273A, and a distribution from the liquidation reserve is taxed at 9.8 percent from 11 June 2026. What you owe depends on who you are, so take your own position to a licensed adviser.
Does closing the company also end its VAT number and social contributions?
Not by itself. VAT cessation is declared on form 604C within the month. Ending social-insurance contributions and the ONSS/RSZ registration are separate acts, done at a business counter or by you. Closing the company in the register does not perform any of them.
What is the procedure for company dissolution?
A general meeting decides before a notary, on a statement of assets and liabilities and an auditor's or certified accountant's report. The route then forks: one deed under Art. 2:80 CSA, or a liquidator with statements, accounts and a closing meeting. Publication, de-registration and the exit steps follow.
What changed in 2026 for closing a Belgian company?
The Moniteur belge tariff from 1 March 2026, the 9.8 percent liquidation-reserve rate from 11 June, VVPRbis at 18 percent and the anti-restart rule from 1 July, and a fine of up to EUR 80,000 for unfiled accounts from 1 September (Art. 3:43 CSA). The offence is not new, only the fine.
Ready to close your Belgian company?
Tell us the form, the shareholders and what you owe. We reply with the route your file can follow.