Change of legal form
A specific procedure is prescribed by the Companies Code (NL / FR) to ensure that the shareholders and interested third parties have full understanding of the consequences of any such operation.
The board of directors must justify the proposed change in a specific report to the shareholders and attach a statement of assets and liabilities drawn up to a date not more than 3 months previously.
If the company does not have a statutory auditor, it will have to appoint an auditor member of the IBR/IRE (NL / FR) or an external accountant.
The auditor is required to report on this statement of assets and liabilities. As prescribed by the IBR/IRE, this appointment represents a limited review and not an audit. The auditor will not express an opinion on the fair view of the equity, the financial position and the results of the company.
The reports of the (statutory) auditor or external accountant and of the board are presented to the shareholders. The change of legal form (and related change to the articles of association [bylaws]) is effective only after approval by the shareholders, in a meeting held in front of a notary and transcribed in an official notary deed.
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