Checklist for filing financial statements: who? what? how? when?

Much has been written and said about the filing privilege. The Chamber of Commerce, for example, provides information about it through its website. It is not really possible to report anything new about it. However, we thought it would be useful, especially now that we are approaching the end of the year, to once again put things in compact order: who has an obligation to file, what exactly is it and what does it entail, and when must it be fulfilled. Here are the findings:

Who?

The following legal entities and organizations have a filing obligation:

• B.V.'s
• N.V.'s
• cooperatives and mutual associations;
• vof's and cv's of which all managing partners are foreign capital partners;
• association and foundation with an enterprise that turns over at least € 6 mln per year in two consecutive fiscal years;
• some ANBIs.

Other organizations (including "ordinary" general partnerships, limited partnerships and limited liability companies, pension and standing right partnerships) and sole proprietorships do not have a filing obligation.

What?

Before answering the question of what a company must file, first consider the distinction the legislature has made between different companies. This is because the scope of the filing obligation is not the same for every company. The law differentiates between companies according to the value of assets, net sales and the number of employees. The different classes of business are charted below:

Next, the law specifies the minimum data to be filed for each class of business:

What is often forgotten is that the annual accounts must be signed by the directors and, if appointed, the auditors. If a signature is missing, the reason should be stated. The date of adoption and approval must also be indicated on the financial statements.

How?

For most companies, it is now only possible to file financial statements digitally and online (themselves or through the financial intermediary, depending on the business class) via Standard Business Reporting (SBR). Companies in the micro and small business classes were already required to do so as of fiscal year 2016. The business class medium-sized is subject to this obligation as of fiscal year 2017. The business class "large" must comply with it as of fiscal year 2022. It saves a lot of paperwork.

When?

The law is clear as to when annual accounts must be filed. That is no later than 8 days after their adoption. In any case, they must be filed within 12 months after the end of the fiscal year.

It would go a bit too far to mention the deadlines of each type of legal entity. Those of limited liability companies are as follows:

• within 5 months after the end of the fiscal year, the board of the B.V. shall prepare and submit the financial statements to the shareholders.
• the shareholders may grant the board a maximum 5-month extension for this purpose in the event of special circumstances.
• the shareholders then have 2 months to adopt the financial statements.
• If the financial year equals a calendar year, the final filing date is therefore December 31 (=12 months).

Failure to file on time carries risks. First, it is punishable and constitutes an economic crime. This can lead to an official report from the Economic Enforcement Bureau of the Tax Administration. The Public Prosecutor's Office may see reason in this to impose a fine or bring the case before the criminal court. Second, in the event of bankruptcy, this may lead to directors' liability.

In particular, failure to file annual accounts on time often leads to problems in practice. If you would like to discuss the consequences with a lawyer, please contact one of the lawyers in the Corporate Law Section.