New rules on certificates for cross-border mergers, demergers and conversions enter into force on 1 December 2023

Legal Eubdate
10 November 2023

As from 1 December 2023, cross-border mergers, demergers and conversions will also require the following certificates to be delivered to the notary for his prior assessment and attestation of the legality of the transaction:

  • a certificate issued by the Finance administration stating whether the company has any outstanding tax or non-tax debts the collection and recovery of which falls within the competence of the Finance administration (e.g. VAT arrears or other debts recovered by the Finance administration, such as administrative fines or retributions); and
  • a certificate issued by the social security contribution collection agencies indicating whether there are any outstanding social security contributions, contribution surcharges or interest on arrears or any outstanding social contributions for the self-employed owed by the company that have been the subject of an enforceable title or conservatory attachment.

These certificates – which should not be confused with certificates due upon transfer of a business – can be easily applied for online from the relevant government departments. The certificates are issued within 30 days of the application and may not be older than 30 days when delivered to the notary. The King can determine the conditions that these certificates must comply with but has not used this option yet.

This requirement aims to provide the notary with an additional means of verifying that the cross-border transaction has not been set up for unlawful or fraudulent purposes. If the transaction has been set up for such purposes, the notary may not issue an attestation and the cross-border transaction cannot take effect.

The Royal Decree of 20 October 2023 completes the transposition of the Mobility Directive (EU Directive 2019/2121 of 27 November 2019) (Royal Decree of 20 October 2023 fixing the date of entry into force of Articles 12:117, second paragraph, 7°, 12:138, second paragraph, 7° and 14:26, second paragraph, 7° of the Code of Companies and Associations, published in the Belgian Official Gazette on 30 October 2023).

Belgium’s implementing act of 25 May 2023 already largely entered into force on 16 June 2023 (for transactions for which the proposal was filed at the clerk’s office on or after that date – see in this regard our previous contributions on the content and entry into force). Only the entry into force of the rules concerning the certificates was still awaited.

Please do not hesitate to contact us should you have any questions on this topic.