Filing documents for publication in the Belgian Official Gazette becomes more complex

Combating fraud involving the Official Gazette does not follow standardised procedures

For the fight against fraud involving the Official Gazette, new measures have been put in place for checking identity, qualification and registered office. However, there is no uniformity among Business Courts. The procedures to be followed are not standardised and change regularly. Moreover, the guidelines, in so far as they are already published, are not to be found in the same place for every Business Court. This certainly does not benefit transparency and legal certainty.

The French-speaking Business Courts of Brussels, Walloon Brabant, Hainaut and Liège have had similar procedures for some time. The judicial district of Ghent (provinces of East and West Flanders) tightened the rules in a directive of 1 April 2022. Since then, this directive has been reviewed and updated weekly. The other judicial districts will very likely follow suit.

General rules on filing documents in the judicial district of Ghent

Filing by a professional

If a professional, such as a notary, lawyer or member of an economic profession, and not the company in question, files documents, a certificate is required as of 1 April 2022. That certificate must reference the identity of the person filing the documents and include a copy of his or her identity card. Unlike the minutes, this certificate may be electronically signed.

That procedure has recently been further tightened. The person signing the certificate must hold an accreditation number with the Institute for Tax Advisers & Accountants (ITAA) or the OVB (Flemish Bar Association).

Filing by a non-professional

If a non-professional files the documents, no certificate is required.

If this person is involved in the company,for example as founder or director, then proof of his identity is required. This can be done by presenting and handing over a legible copy of the personal identity documents.

If this person is not involved, for example a courier or postman who has no personal responsibility, no proof of their identityis required.

You must also file the original initialled and signed minutes. Please note that purely electronic signatures are not always accepted. You can solve the absence of a physical signature by having the minutes certified by a person who represents the company externally according to the articles of association or who has power of attorney for this purpose.

Dismissals and (re)appointments

You must file a copy of the identity card of all directors who have been dismissed or appointed. This copy is also required in the case of reappointment.

You must also file the original minutes. They must be initialled on each page and signed in full on the last page, not only by the officers of the meeting, but also by the dismissed and (re)appointed directors. Of course, this does not exempt them from signing the attendance list that you must file as well.

Relocation of registered office

For filings made more than one month after the date of the decision to transfer the registered office, additional proof is now requested. This involves submitting a copy of the property deed or registered tenancy agreement. This also applies if the registered office has already been moved at least twice during the year preceding the relocation decision due to be published. The reason for this tightening of the rules is that the Business Court fears that frequently moving the registered office could make the company untraceable for both creditors and the public authorities.

Have guidelines not been followed? Start all over again!

If the documents filed with the registry do not comply with the guidelines of the Business Court, the filing will not be accepted. The documents will be returned to the sender. If you still want to have them published in the Annexes to the Belgian Official Gazette, the filing process must be done all over again in accordance with the guidelines.

Do you have questions about the guidelines that apply in your judicial district? Don't hesitate to contact our experts at Business Legal.