Audit

Statutory audits

The statutory auditor’s mandate is a permanent assignment in which the statutory auditor reviews and certifies a company’s annual accounts at least once a year.

A company is legally required to appoint a statutory auditor when it qualifies as a “large enterprise” under the Belgian Code of Companies and Associations (BCCA). A company is considered “large” if, for at least two consecutive financial years, it exceeds at least two of the following criteria:

  • Balance sheet total: > €6,000,000

  • Annual turnover: > €11,250,000

  • Number of employees: > 50

We perform audit services across various sectors and have extensive experience in the following areas:

  • Service companies structured as partnerships (e.g. financial service providers, law firms, consultancy firms)

  • Wholesale companies (e.g. in sanitary ware, construction materials, petrochemicals, food)

  • Manufacturing companies (e.g. in cement, metal)

  • Real estate companies (e.g. housing corporations, pension funds)

  • Logistics companies

  • Public institutions

When establishing a company or increasing its capital, contributions can be made in forms other than cash. This is referred to as a contribution in kind. In such cases, it is the statutory auditor’s responsibility to assess the valuation methods used by the company’s governing body.

Examples of contributions in kind include:

  • Business assets (e.g. during the transformation of a sole proprietorship into a private limited company)

  • Goodwill

  • Land

  • Buildings

  • Machinery

  • Current account receivables

As a business grows, its articles of association and legal form may need to evolve. It may therefore be necessary to modify them during the company’s lifecycle.

For example, a general partnership (VOF) or a limited partnership (CommV), where shareholders have unlimited liability, can be transformed into a private limited company (BV). In a BV, directors are protected against personal liability, as their private assets are separated from the company’s assets.

To implement such a change in the articles of association, a balance sheet of Assets and Liabilities is required, which must be no older than three months at the time of the notarial deed. The statutory auditor verifies that this balance sheet does not overstate the net assets and that, after the transformation, the net assets are at least equal to the minimum capital required for the new legal form.

Mergers are often necessary for the reorganization and restructuring of corporate groups, aiming to use the resources of all involved companies as efficiently as possible and to fully leverage potential synergies.

On the other hand, demergers may be considered when a company operating in two distinct business sectors wishes to continue separately. A demerger can also be a strategic choice to separate certain assets—such as real estate—from the business risk.

Over the past 30 years, our firm has contributed to hundreds of mergers involving both national and international companies, including cross-border mergers of publicly listed companies, in collaboration with international law firms and notary offices.

Under ISRS 4400, specific procedures are agreed upon in consultation with the client or other stakeholders. These procedures may relate to items such as revenue, investments, or expenses. The statutory auditor then verifies whether the information provided is complete and accurate.

The resulting report can be used by the client in various contexts, such as legal proceedings or declarations to organizations like BeBAT or Fost Plus.

When a company wishes to enter into voluntary liquidation, two procedures are possible:

  1. Simplified Liquidation – Article 2:80 BCCA
    In this procedure, the shareholders aim to complete both the opening and closing of the liquidation in a single notarial deed. In this case, the statutory auditor or accountant must prepare a report on a statement of assets and liabilities, which must be no older than three months at the time of the liquidation decision.
  2. Traditional Liquidation
    In this procedure, the shareholders appoint a liquidator. A report by the statutory auditor or accountant is also required, based on a statement of assets and liabilities that is no older than three months at the time of the decision to liquidate.

In both cases, it is essential that the statement of assets and liabilities is up to date—specifically, not older than three months—at the moment the liquidation decision is made.

Determining the value of a company is a complex task that requires thorough analysis.

As statutory auditors, we are happy to assist you in valuing your business. Based on a limited review of your accounting records and budgets, we apply five commonly used valuation methods to arrive at an objective valuation.

In addition, we are officially recognized by the FAMHP (Federal Agency for Medicines and Health Products) for the valuation of pharmacies.

A business acquisition involves several steps, where expert and independent guidance is essential.

We offer professional advice for both the purchase and sale of a company. Our services include identifying and screening potential candidates, determining a market-based price, and conducting thorough due diligence.

Our audit team has extensive experience with acquisition processes, enabling you to make well-informed decisions with confidence.