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Retention periods Company Act documents

Retention periods Company Act documents

Summary dated 1st February 2020 of the essential legal provisions regarding the retention periods of your archives.

Documents Minimum retention period Vorm Start date of the retention period Act

Accounts and documents
The term accounts and documents is not specified but in this context it relates to:

  • articles of association
  • the archives of the company
  • the reports and records which must be drawn up based on the Code of Companies and Organisations (ordinary and extraordinary general meetings, reports of managers and auditors, lists of persons present at meetings, etc.)
  • the registers (e.g. of shares, bonds, profit participation certificates, warrants, etc.)
  • the decisions of the general meeting and of the board of directors
5 years Original. Some documents can be kept electronically (1) As from the date of settlement. These accounts and documents can therefore not be destroyed as long as the company exists. Article 2:102 Code of Companies and Organisations

Register of the members of a non-profit association

The minutes and the decisions of the general meeting, the board of directors and other mandated persons, as well as all accounting documents must be available at the npo’s registered office so that they can be consulted by members, in case no auditor has been appointed.

In the register of the members, all decisions with relation to the accession, exit and exclusion of the members have to be registered by the board of directors within eight days after it has been notified of the decision.

The Code does not stipulate a retention period
As the claim of the creditors is barred after five years from the announcement of the decision concerning the purpose of the assets, it is advisable to retain the documents during the existence of the non-profit association as well as for a period of five years after the end of the nonprofit association
Any format Article 2:143, 3:103, and 9:3 of the Code of Companies and Organisations

Although we have composed this list with much care, Merak N.V. cannot be held responsible for any errors or any changes made to legislation.

(1) None of the provisions indicate that the accounts and documents concerned may possibly be stored in any other format than their original (D. BOGAERTS (ed.), “Bewaring van documenten”, APR, Kluwer, Mechelen, 2009, 49).Pursuant to article 5:24 of the Code of Companies and Organisations, registers for registered securities may be retained in electronic format.

Article 2:7 §§ 2-3 of the Code of Companies and Associations stipulates that the first version of the company statutes in the deed of incorporation and the coordinated version of the company statutes after amendments are kept in a publicly consultable electronic database system which is part of the legal entity’s file and which, with regard to the company statutes and their amendments resulting from notarial deeds drawn up in Belgium, is managed by the Royal Federation of Belgian Notaries and, with regard to the others, by a body appointed by the King. Art. 1:5 of this Royal Decree stipulates that in the event of a deposit of a private deed or document by electronic means, the original documents shall be kept at the registered office of the legal entity. The filing is accompanied by a declaration signed electronically by all partners jointly and severally liable, the body authorised to represent them or their representative, or by the notary, to the effect that the original documents and the electronic copies filed are identical. Under these conditions, the electronic copies shall have the same probative value as the original document, without prejudice to the possibility of providing evidence to the contrary

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