Following the entry into force of the law of 5 November 2023 containing various provisions relating to the economy, article III.42 of the Economic Law Code provides that the management department of the Crossroads Bank for Enterprises (CBE) has the power to ex officio strike off an enterprise based on two new criteria.

A striking off is therefore possible in the following cases:
– the CBE’s management department can delete still active data from registered entities that have ceased their activity as a result of a merger or demerger, provided that this has been effective for at least three months. This will make it possible to delete data from entities that no longer have a legal existence..
– entities subject to the obligations of publication in the UBO register, according to Article 2, 3°, of the Royal Decree of 30 July 2018, that have not fulfilled their obligations will not evade striking off either, if:

• they have already been sanctioned with an administrative fine for the same reason and have subsequently still not fulfilled their obligations;
• they have not confirmed their data in the UBO register for at least one year;
• they have not registered any information regarding their beneficial owners and have not published anything in the Belgian National Gazette itself for at least seven years.

These new striking-off criteria complement the existing ones:
– the enterprise’s founder (physical person) died six months ago;
– the liquidation of the legal person has been closed for at least three months;
– the bankruptcy of the legal person has been closed for at least three months;
– the company failed to file its annual accounts for at least three consecutive financial years;
– in order to eliminate “dormant” entities, ex-officio striking can be applied to companies, that meet the following cumulative criteria :

• not having any quality (for example: employer subject to social security or company subject to VAT), activities or active establishment units for at least three years;
• being registered as an active member of the CBE ;
• having no current application made to the CBE for authorization or registered status;
• not having modified the data entered the data entered in the CBE for at least seven years;
• failing to publish anything other than the annual accounts in the Belgian Official Gazette for seven years.

As this is an administrative striking off, it does not affect the legal existence of the entity. Subject to any interpretation by the courts and tribunals, the entity retains its rights and obligations (in particular, its status as a company subjected to registration, the obligation to submit VAT and social security declarations, etc.).

However, ex-officio striking off has the effect of prohibiting the company from carrying on the cancelled activities. Failure to comply with this prohibition may result in criminal proceedings. The striking off will be published in the Belgian National Gazette and will result in the inadmissibility of all legal actions brought by the company concerned.

For further information on this subject, please do not hesitate to contact Virginie SCHOONHEYT.