Penalties for Not Filing Annual Accounts in Belgium

Key takeaways

• Annual accounts must be filed within thirty days of their approval and at the latest seven months after the closing of the financial year.
• Past that deadline, the National Bank applies a growing late-filing surcharge depending on the delay and the accounts scheme.
• Three consecutive fiscal years without a filing expose the company to ex officio deregistration by the Crossroads Bank for Enterprises.
• The enterprise court can pronounce the judicial dissolution of the company, at the request of a third party or the public prosecutor.

Every year, thousands of Belgian companies file their annual accounts after the legal deadline, often through simple administrative delay rather than deliberate negligence. Yet the penalties for not filing annual accounts in Belgium span a wide range: from a late-filing surcharge of a few hundred euros to the judicial dissolution of the company. This guide details, tier by tier, what awaits a director who misses the deadline, and how to avoid reaching the most serious stage.

The legal deadline for filing annual accounts

The Code of Companies and Associations imposes two cumulative conditions. Annual accounts must be filed with the National Bank of Belgium within thirty days of their approval by the general meeting, and at the latest seven months after the closing date of the financial year (art. 3:10 and 3:12 of the Code of Companies and Associations). Whichever of the two falls first applies: approving the accounts early in the year grants no extra time beyond the seven months.

For a company closing its financial year on 31 December, the deadline therefore falls on 31 July of the following year. A filing on 1 August is already late in the strict sense of the Code, even though the administration applies a tolerance in practice.

The National Bank's late-filing surcharge

The Code of Companies and Associations provides for a surcharge when a filing is made after the legal deadline (art. 3:13 of the Code of Companies and Associations). In practice, the National Bank only triggers this surcharge from the first day of the ninth month following the closing of the financial year, leaving about two months of tolerance beyond the legal seven-month deadline. The amount then increases by tier according to the extent of the delay and according to whether the company files a micro or abridged scheme, or a full scheme. The amounts below are those in force as of 1 January 2026; they are indexed every year.

The National Bank is legally required to collect this surcharge on behalf of the federal authorities and is not authorised to grant exceptions. An appeal remains possible in case of force majeure: the company has eighteen months after the closing of the financial year concerned to send a substantiated request to the FPS Economy, together with the filing notice issued by the National Bank and supporting evidence of the circumstance invoked.

Ex officio deregistration by the Crossroads Bank for Enterprises

Repeated non-filing carries a heavier consequence than the tariff surcharge. The management department of the Crossroads Bank for Enterprises can deregister ex officio a company that has not filed its annual accounts for three consecutive fiscal years (art. III.42, § 1, 4°, of the Code of Economic Law). This deregistration remains distinct from a dissolution: the company's legal personality is not extinguished, but its enterprise number no longer appears as active in the public registers, which in practice complicates relations with banks, suppliers and administrations.

The deregistration is lifted as soon as the company regularises its situation by filing the missing accounts. It therefore does not remove the underlying obligation; it only aggravates the practical consequences for as long as it is not lifted.

Judicial dissolution: the most serious sanction

Beyond deregistration, the enterprise court can pronounce the judicial dissolution of the company for not filing annual accounts (art. 2:74 of the Code of Companies and Associations). The action can only be brought after the legal seven-month deadline following the closing of the financial year has expired, at the request of any interested party, meaning a creditor, a shareholder or even a competitor, of the public prosecutor, or after the file is referred by the chamber for companies in difficulty.

1. 1

   Detection of the failure

   After 7 months

   The chamber for companies in difficulty of the enterprise court identifies companies that have not filed their annual accounts within the legal deadline.

2. 2

   Summons or citation

   Variable

   The company is summoned, or an interested party directly sues for dissolution before the enterprise court.

3. 3

   Possible regularisation

   Until judgment

   As long as the judgment has not been pronounced, the company can still regularise its situation by filing the missing accounts, which ends the procedure.

4. 4

   Dissolution judgment

   Judgment

   Failing regularisation, the court pronounces the dissolution. The judgment is published in the Belgian Official Gazette and opens a liquidation procedure.

5. 5

   Possible opposition

   30 days

   The company can oppose the judgment within thirty days of its publication in the Belgian Official Gazette (art. 2:75 of the Code of Companies and Associations).

This procedure mainly targets inactive or struggling companies that no longer have a genuinely involved director. An active company that regularises its situation quickly, even after being summoned, generally avoids effective dissolution.

Fines and director liability

Not filing annual accounts also carries a direct civil consequence: the law presumes that damage suffered by a third party results from this omission, which reverses the burden of proof to the detriment of the company and its directors in a dispute. On the criminal side, the Code of Companies and Associations sanctions directors who fail to meet the obligations to keep and present annual accounts with a fine, with a possibility of imprisonment depending on the seriousness of the failure (art. 3:43 of the Code of Companies and Associations). Such criminal proceedings remain rare in practice for a simple isolated delay; they mainly target repeated failures or failures accompanied by other accounting irregularities.

How to avoid the penalties

Most judicial dissolution cases concern companies that simply lost track of their administrative obligations, often after a change of manager or accountant. A structured follow-up of the accounting calendar avoids nearly all of these situations.

Before the seven-month deadline

• Note the financial year closing date and calculate the seven-month deadline

  Set a reminder several weeks before the deadline, not on the day itself.

• Have the accounts approved by the general meeting without waiting until the last moment

  The thirty-day deadline after approval runs in parallel with the seven-month deadline.

• Check with the accountant that the filing has actually been confirmed by the National Bank

  The filing notice is issued within eleven days of the filing.

• Regularise immediately if a delay has already occurred

  Every additional month increases the tariff surcharge and moves the company closer to the three-consecutive-year threshold.

• Keep any proof of a genuine impediment (illness, disaster, failure of a service provider)

  A documented force majeure circumstance allows a refund of the surcharge to be requested from the FPS Economy.

A company that domiciles its registered office and entrusts its administrative management to a specialised provider greatly reduces the risk of an oversight: following up on accounting and legal deadlines is one of the tasks such a service typically handles systematically, precisely to prevent an isolated omission from escalating into dissolution and liquidation.

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Going further

• SRL accounting obligations in Belgium: the obligations that precede the filing of annual accounts.
• Annual management report of an SRL: the document that often accompanies the annual accounts when approved by the general meeting.
• Dissolution and liquidation of an SRL in Belgium: the full procedure when closing the company becomes unavoidable.