[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 54
(iv) Capitalisation obligations a) If, due to the losses incurred, the net assets of the NV drop below half of the share capital of the company, the shareholders' meeting must meet within no more than two months after the loss has been or should have been established, as the case may be, in order to deliberate on a winding up of the public limited liability company. The board of directors must justify its proposals in a special report. If the board of directors proposes to continue the activities of the NV, it must set out in its report the measures it aims to implement in order to remedy the financial situation of the company. If the net assets of the NV have fallen below the minimum capital required, any interested party or the public prosecutor's office can request the dissolution of the company in court. b) If, due to the losses incurred, the net assets of the BV have become negative or threaten to become negative, the shareholders' meeting must meet within no more than two months after the discovery of the situation in order to deliberate on a winding up of the company. The board of directors must justify its proposals in a special report. If the board of directors proposes to continue the activities of the limited company, it must set out in its report the measures it aims to implement in order to remedy the financial situation of the company. Once the board of directors has fulfilled the abovementioned obligations, it is not obliged to convene the shareholders' meeting for the same reason during the 12 months following such notice.
ILN Corporate Group – Establishing a Business Entity Series
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