If you wish to put an end to the activities of your non-profit organisation (NPO), you will need to follow two steps: dissolution and liquidation.
Three types of dissolution
VOLUNTARY dissolution and liquidation
The members of the General Assembly (GA) themselves wish to close down their NPO. The traditional procedure involves two operations:
- An initial GA is convened to vote on the dissolution, the approval of accounts, the discharge of directors, the allocation of net assets and the appointment of the liquidator(s).
- The dissolution decision and appointment of the liquidator are published in the Belgian Official Gazette.
- The liquidator carries out the liquidation.
- A second GA is called to vote on the liquidator's discharge from liability and the closure of the liquidation.
It is possible to liquidate the NPO in a single operation to close it down quickly:
- The GA is convened to vote on the dissolution, the approval of accounts, the directors' discharge from liability, the allocation of net assets and the closure of the liquidation.
- The liquidation decision and closure of the liquidation are published in the Belgian Official Gazette.
The Boutique de Gestion website provides a detailed description of the dissolution process in one operation and in two operations.
At the end of the liquidation, the company continues to exist for five years as a passive legal entity, which means that potential creditors can still contact the liquidator.
LEGAL dissolution and liquidation
By judgment, the commercial court decides to dissolve the NPO. The procedure can be carried out at the request of a beneficiary (e.g. a director) or at the request of the public prosecutor (e.g. an NPO that fails to file its annual accounts).
AUTOMATIC dissolution and liquidation of your company
The NPO is automatically dissolved:
- either when the articles of association specify that the NPO is established for a limited period,
- or when a condition set out in the articles of association is fulfilled (e.g. a clause may be included in the articles of association stipulating that the NPO will be automatically dissolved in the event of the death of its members),
- or when the NPO has been declared bankrupt.
What happens to the NPO's assets?
As it doesn't operate for profit in principle, the non-profit organisation's assets may not be distributed to its members or directors. When the non-profit organisation was incorporated, the founding members had to specify in the articles of association what would happen to the non-profit organisation's assets in the event of dissolution. Generally, a "sister" non-profit organisation, that is, one with a similar social purpose, will receive the assets.
If you wish to recover an asset (premises, vehicle, equipment, etc.) that you provided to the non-profit organisation, this is possible if, and only if, you specified at the time of the contribution that it was a temporary loan. This arrangement must be evidenced by a contract between you and the non-profit organisation.