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20 September 2018 / article

New definition of enterprise: Belgian civil law partnerships become public

Belgian civil law partnerships are subject to few formalities under current legislation. At present, they do not have to be registered, nor do they have to keep and/or publish accounts. The new Code of Economic Law qualifies civil law partnerships as 'enterprises'. Civil law enterprises will have to register with the Belgian Crossroads Bank for Enterprises (CBE) and will be obliged to keep accounts.

New definition of enterprise: Belgian civil law partnerships become public

Enlarging the definition of 'enterprise'

The law reforming the Code of Economic Law has enlarged the definition of 'enterprise'. Besides

  • Legal persons and physical persons with professional activities on a self-employed basis;
  • Any other organisation without legal personality will qualify as “enterprise”, unless this organisation has (i) no purpose (ii) nor practice of profit distribution.

On the basis of this new definition, all Belgian civil law partnerships qualify as enterprises, unless the statutes of the civil law partnership do not provide for the possibility of profit distributions. The fact that a civil law partnership does not (yet) make distributions has no relevance. The qualification as an enterprise entails important obligations.

Mandatory registration with Crossroads Bank of Enterprises (CBE)

All Belgian civil law partnership need to register with the Crossroads Bank for Enterprises via a business counter. According to the 'old' Royal Decree of 22 June 2003, the following information should be reported to the business counter:

  1. The enterprise number (not yet available);
  2. The full name and corporate form of the applicant (i.e. Belgian civil law partnership);
  3. The full address of the civil law partnership;
  4. The activities and the start date of the civil law partnership;
  5. The full name of the persons having proved business competences. This requirement is cancelled in the Flemish Region per 1 September 2018. The requirement remains applicable in the Brussels Capital Region and the Walloon Region;
  6. The IBAN number of the bank account of the civil law partnership;
  7. The full identity of the applicant’s mandatary carrying out formalities; and
  8. Any additional information requested by the business counter.

Are founders and/or managers registered with the Crossroads Bank for Enterprises (CBE)?

The new Code of Economic Law requires registration with the CBE of founders and managers in general terms. The Companies Code as well as the 'old' Royal Decree do not require to register the founder(s) and/or manager(s). In practice, the business counters require the registration of the managers of companies (but not of the founders).

Access 

The public has (limited) access to the CBE via the website and can request an extract with information.

Entry into force of mandatory registration

The reform of the Code of Economic Law will enter into force on 1 November 2018.

Belgian civil law partnerships set up as from 1 November 2018 must register immediately.

Belgian civil law partnerships set up prior to 1 November 2018 must register within 6 months as from 1 November 2018, by 1 May 2019.

Mandatory bookkeeping

In addition, Belgian civil law partnerships will have to keep accounts. If the return of the last financial year is below € 500,000 (excl. VAT), single-entry bookkeeping will suffice, including a record of all transactions and an inventory. If the return meets the threshold of € 500,000, double-entry bookkeeping is mandatory.

Publication of annual accounts?

Civil law partnerships must keep accounts, but are not obliged to draft annual accounts. For the form, content and publication of the annual accounts of enterprises, the Code of Economic Law refers to the Companies Code. Since civil law partnerships do not belong to the entities that have to draft annual accounts according to the Companies Code, partnerships do not have to draft annual accounts and cannot be obliged to publish annual accounts. The draft of the New Companies Code does not provide for such an obligation either.

Entry into force of mandatory bookkeeping

The reform of the Code of Economic Law will enter into force on 1 November 2018.

Belgian civil law partnerships set up as from 1 November 2018 must comply immediately.

Belgian civil law partnerships set up prior to 1 November 2018 must comply with the accountancy rules as from the first full financial year that starts as from 6 months after 1 November 2018. If the financial year starts per 1 January, the civil law partnership must comply as from 1 January 2020.



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