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Retention periods Company Act documents

Retention periods Company Act documents

Summary dated April 15th, 2018 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 Company Code (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(1) As from the date of settlement. These accounts and documents can therefore not be destroyed as long as the company exists. Art. 195 Belgian Company Code

Register of the members of a non-profit association, as well as the minutes and the decisions of the general meeting, the board of directors and other mandated persons, as well as all accounting documents

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 Act of June 27th, 1921 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
Original Article 10 and 25 of the act of June 27th, 1921 concerning the nonprofit association, the international non-profit associations and the foundations

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 (eds.), “Bewaring van documenten”, APR, Kluwer, Mechelen, 2009, 49). Since the Act on the abolition of bearer securities dated December 14th, 2005, the registers for registered securities in an NV, Commanditaire Vennootschap op Aandelen (Partnership partly limited by shares) and SE may be retained in electronic format (Art. 463 Belgian Company Code).

With regard to the publication of certain company documents, the Programme Act of December 27th, 2004 amended the Belgian Company Code, whereby the electronic submission of certain documents is allowed. Article 67 determines that authenticated copies of the original deeds, copies of the original private documents and extracts of which the further articles prescribe the publication or submission, may also be submitted in electronic format with the Commercial Court. This relates to the instrument of incorporation, articles of association, amendments to the articles of association, etc. The modalities of the electronic deposit are determined by the Minister of Justice (see Ministerial Decree of September 12th, 2005 as amended by Ministerial Decree of April 25th, 20072007 and by Ministerial Decree of April 26th, 2014). In accordance with the European Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law, the Royal Decree of April 5th, 2006 and the Ministerial Decree of April 25th, 2007 make it possible to found a company online (without personally meeting the registrar of the court).

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