![](/sites/default/files/styles/ratio_1_1_medium/public/istock-1425873413_2fd45e1b73171978e8bc7195c604eac2_2000.jpg.webp?h=140710cd&itok=jLt4eMo-) [\#Statutory Auditor Services](/en/news?topic%5B820%5D=820) [\#Audit](/en/news?topic%5B203%5D=203)# When should a statutory auditor be appointed for corporations and associations?

 04/06/2026 | Reading time: 4 minutes 

 

 

 

 

 

 
The supervision of companies and associations plays a crucial role in ensuring transparency, integrity and accountability within the business environment. One of the key aspects of this supervision is the appointment of a statutory auditor who is responsible for safeguarding the interests of all stakeholders.

 

 

 

In Belgium, the appointment of a statutory auditor is governed by the Code of Companies and Associations. Since the introduction of this new code, companies and associations have largely been placed on an equal footing. Even when a statutory auditor is appointed pursuant to the articles of association or on a voluntary basis, the relevant legal provisions must still be complied with.

## Criteria for the mandatory appointment of a statutory auditor

To determine whether the appointment of a statutory auditor is mandatory, a distinction must first be made between companies with limited liability, such as a public limited company (NV/SA) or a private limited company (BV/SRL), and companies with unlimited liability, such as a general partnership (VOF/SNC) or a limited partnership (CommV/SComm). Due to their unlimited liability, the latter are not subject to statutory audit requirements.

The next step is to assess whether a company can be considered “large”. The Code provides for three criteria: turnover, balance sheet total and average number of employees. If more than one of these criteria is exceeded during two consecutive financial years, the company is considered “large” from the following financial year onwards. Companies that qualify as “large” fall within the scope of the statutory auditor requirement. Since the introduction of the new Code, associations must be assessed using the same criteria as companies.

The thresholds for these criteria were increased following the transposition of Directive 2023/2775 into Belgian legislation for financial years starting after 31 December 2023. The turnover threshold increased from €9,000,000 to €11,250,000, while the balance sheet total rose from €4,500,000 to €6,000,000. The average number of employees remains unchanged at 50. Although the transposition law did not provide for transitional measures, the government has nevertheless decided that the assessment based on the balance sheet date of the most recently closed financial year will be decisive. If a company exceeds more than one of the new thresholds, it will be considered large.

It is important to note that the legislator also increased the thresholds applicable to associations, bringing them in line with those for companies. However, the transitional arrangements differ from those applicable to companies. From financial years starting on 1 January 2025, associations will once again be assessed in the same way as companies.

## What about companies within a group?

When a company forms part of a group, a distinction must be made under company law between a “parent company” and a “subsidiary”. To determine whether a parent company qualifies as “large”, the criteria must be assessed on a consolidated basis. A subsidiary, on the other hand, unless it exercises control itself, must be assessed on an individual basis. Consequently, a parent company may qualify as “large” under company law, while its subsidiary remains “small”.

An important consequence is that, when assessing whether a statutory auditor is required, a company must be evaluated either on an individual basis or on a consolidated basis in the case of a parent company. Although an association may form part of a group, it can never be considered a parent company and is therefore always assessed on an individual basis.

## Specific rules for consolidated financial statements

The Code of Companies and Associations also establishes criteria determining when a group of companies and associations must prepare, have audited and publish consolidated financial statements. The assessment and criteria are similar to those applicable to individual financial statements, although the thresholds are naturally much higher.

As with individual financial statements, the thresholds for determining whether a group qualifies as a “small group” were increased following the implementation of the new directive. Once again, no changes were made to the employee criterion. However, the turnover threshold increased from €34,000,000 to €42,500,000, while the balance sheet total threshold was raised to €21,250,000.

A particular feature of consolidated financial statements is the obligation to appoint a statutory auditor in each Belgian company or association included within the consolidation scope. Furthermore, all Belgian companies and associations that form part of a group preparing, auditing and publishing consolidated financial statements on a worldwide basis are required to appoint a statutory auditor, irrespective of the quantitative thresholds.

As a result, a Belgian “small” subsidiary of a Brazilian group that publishes consolidated financial statements in the United States is required to appoint a statutory auditor for its individual financial statements in Belgium.

## Conclusion

The criteria governing the statutory auditor requirement for companies and associations are diverse and may arise from legal provisions, articles of association or voluntary decisions.

Where the obligation stems from legal provisions, the legal form and size criteria must first be considered. The legislator recently increased the thresholds relating to the size criteria for financial years starting after 31 December 2023. Since the introduction of the new Code, associations have also been aligned with companies for assessment purposes.

Within a group of companies, the statutory auditor requirement must be assessed based on consolidated figures where a parent company is involved. Where consolidated financial statements must be published, every Belgian company or association included within the consolidation scope is required to appoint a statutory auditor, regardless of its size or the location of the parent company.

 

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### Stijn Van Hout

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