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The (I)NPO and foundation: incorporation and publication

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The new Belgian Company Code (BCC) has aligned the rules applicable to a non-profit organization and foundation to those applicable to companies. This is in line with the general trend whereby non-profit organizations and foundations are considered to be “undertakings” so that the insolvency legislation is applicable to them.

In the framework of the incorporation of an (I)NPO and foundation and the publication of documents, the BCC includes the following amendments:

  • An NPO no longer needs to have a minimum of three members; two members will suffice;

  • The period for the assumption of the obligations that have been undertaken in the name and on behalf of the (I)NPO under incorporation has been aligned to 3 months (instead of 6 months) after the acquisition of the legal personality;

  • All associations and foundations which have their registered office in Belgium, shall be submitted to the BCC. The articles of association only need to mention the region in which the registered office is located so that a transfer of the registered office within such region will no longer require an amendment of the articles of association. The governing body may moreover decide to move the registered office within the same language area;

  • Besides a couple of technical amendments to the information that has to be made public, the BCC also stipulates that such information should be filed with the clerk’s office within 30 days as from the date of the deed, whereas so far, no ultimate date was foreseen for the (I)NPOs and foundations;

  • The consolidated articles of association of (I)NPOs and foundations will also be electronically available for the public, as will be the case for companies;

  • The BCC makes a distinction between small and micro (I)NPOs and foundations whereby the micro (I)NPOs and foundations can draw up their annual accounts pursuant to a micro schedule by analogy with the micro companies. The possibility for small (I)NPOs and foundations to use the simplified model for their annual accounts is also kept;

  • The ‘large’ (I)NPOs and foundations will need to draft an annual report and appoint a statutory auditor;

  • Since professional associations have been abolished as a separate legal form, the NPO can receive a recognition as a professional association. It is moreover proposed by amendment that the NPOs should always be seen as a “social undertaking” instead of requesting such recognition.

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