Voluntary dissolution
Specific procedures are prescribed by the Companies Code (NL / FR) applicable to public limited liability companies, partnerships limited by shares, private limited liability companies or cooperative limited liability companies when a company goes into voluntary liquidation.
The board of directors must justify the proposed liquidation in a special report to the shareholders and attach a statement of assets and liabilities drawn up as at a date not more than three months previously. This statement is ordinarily prepared on a liquidation rather than a going concern basis; if not, this should be justified by the board.
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 and
- concludes whether it is based on accounting data and gives a complete true and fair view of the financial position of the company.
The reports of the statutory auditor and of the board are presented to the shareholders. The liquidation starts only after approval by the shareholders, in a meeting held in front of a notary and transcribed in an official notary deed. The notary must, prior to the decision to liquidate, confirm that all reports, statements of financial position, minutes and other required documents have been prepared in accordance with legal forms and requirements and that all other preliminary formalities have been accomplished. He will include the conclusions of the auditor/external accountant in his deed.
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