Annual Management Report of an SRL: Contents and Obligations 2026

Key takeaways

• Most Belgian SRLs are small companies under art. 1:24 CCA and are not subject to the formal management report (art. 3:4 CCA).
• SRLs classified as large companies must prepare a management report covering results, risks, post-closing events and outlook.
• The ordinary general meeting must approve the annual accounts within six months of the end of the financial year.
• Approved annual accounts must be filed with the Central Balance Sheet Office (NBB) within 30 days, and no later than seven months after closing (art. 3:10 CCA).
• Even when exempt from the formal management report, every SRL benefits from preparing an explanatory note for the general meeting.

At the end of every financial year, the manager of an SRL faces the same questions: must a formal annual management report be drawn up, or is filing the annual accounts enough? The answer depends directly on the size of the company, and confusion between these two documents sometimes wastes hours for managers who are not subject to the obligation.

The Code of Companies and Associations (CCA) has clarified the rules: a targeted exemption frees small SRLs from the formal management report, but filing annual accounts remains a universal obligation subject to strict deadlines. This article sets out the legal framework for 2026, the content required for companies that must prepare the report, and the deadlines to meet.

Obligation or exemption: what the CCA says based on your SRL's size

Art. 3:4 of the Code of Companies and Associations defines the scope of application of the section on the management report: small companies under art. 1:24 CCA are not subject to it. In practice, this means that the vast majority of Belgian SRLs are not required to prepare a formal management report.

Art. 3:5 CCA sets the obligation for companies that are subject to it: "The administrative body draws up a report in which it accounts for its management." Art. 3:6 CCA specifies the mandatory content.

An SRL qualifies as a small company when it does not exceed more than one of the following three criteria at the closing date of the last completed financial year:

The two consecutive years rule applies: exceeding or falling below a threshold only takes effect after two consecutive financial years in the same direction. An SRL that exceeds a threshold for the first time therefore does not immediately change category.

Mandatory content of the management report for large SRLs

SRLs classified as large companies, those that exceed at least two of the three thresholds in art. 1:24 CCA, must prepare a management report complying with arts. 3:5 and 3:6 CCA. This document is drawn up by the administrative body, i.e. the manager or managers, and submitted to the general meeting together with the annual accounts.

Mandatory sections of the management report (art. 3:6, §1 CCA)

• Faithful account of the evolution of business and the company's situation

  Balanced and complete analysis, with relevant financial and, where applicable, non-financial performance indicators. Description of principal risks and uncertainties.

• Important events occurring after the closing date

  Any significant fact occurring between the closing date and the date of drafting of the report that is likely to influence the situation or prospects of the company.

• Foreseeable developments

  Prospects for the company for the current financial year, except where disclosure would cause serious harm to the company.

• Research and development activities

  If the company carries out R&D work, the report must provide an overview, even a brief one.

• Existing branches

  Mention of any Belgian or foreign branch of the company.

• Financial risk management policy

  Description of the objectives and policy followed regarding hedging of risks related to financial instruments, including price risk, credit risk, liquidity risk and cash flow risk.

The management report has no legally prescribed format, but it must cover all these sections with sufficient precision for shareholders to assess the management of the past financial year. The analysis must be, according to art. 3:6 CCA, "balanced and complete" and proportionate to the size and complexity of the company. For large SRLs with a statutory auditor, the latter checks the consistency of the management report with the annual accounts and mentions this in the audit report.

Annual accounts: the obligation that applies to all SRLs

Whether small or large, all Belgian SRLs must draw up annual accounts at the close of each financial year. The annual accounts comprise the balance sheet, income statement and notes. They are the reference accounting document, separate from the management report.

	Small SRL	Large SRL
Annual accounts (balance sheet, income statement, notes)
Formal management report (art. 3:6 CCA)
Statutory auditor (commissaire) mandatory
Abbreviated accounting scheme authorised
Manager's report at OGM (good practice)

Small SRLs may use the abbreviated annual accounts scheme (National Bank of Belgium model), which is less detailed than the full scheme required of large companies. This simplification reduces the volume of the notes and the amount of information to be published, without removing the requirement for accounting rigour on the included items.

From general meeting approval to filing with the Central Balance Sheet Office

The legal deadlines are strict and non-compliance exposes the company to administrative penalties. The process follows a three-step sequence.

1. 1

   End of the financial year

   Day 0

   At the closing date set in the articles (most often 31 December), the manager closes the accounts for the financial year and draws up the balance sheet and income statement.

2. 2

   Ordinary general meeting

   Before D+6 months

   The annual accounts, together with the management report (if applicable) and, for large SRLs, the statutory auditor's report, are submitted for approval at the OGM. The OGM must be held within six months of the closing date.

3. 3

   Filing with the Central Balance Sheet Office (NBB)

   Before D+7 months max

   Within 30 days of OGM approval, the annual accounts are filed with the Central Balance Sheet Office of the National Bank of Belgium via the online filing portal. The absolute deadline is seven months after the closing date (art. 3:10 CCA).

For an SRL whose financial year closes on 31 December 2025, the OGM must be held before 30 June 2026, and the approved accounts must be filed with the Central Balance Sheet Office within 30 days of the OGM, in any event before 31 July 2026.

Filing is done via the National Bank of Belgium's online portal. The file includes the annual accounts in the required format (full scheme for large companies, abbreviated scheme permitted for small ones), the management report if applicable, and the statutory auditor's report for large SRLs. Filing costs vary according to the scheme used.

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The manager's report at the OGM: good practice even without a legal obligation

The exemption from the formal management report does not free the manager from preparing the general meeting. In practice, even for a small SRL, it is useful to present shareholders with an explanatory note to accompany the annual accounts.

This note can cover the same sections as the formal management report (results, outlook, key events) without the content and form constraints imposed by art. 3:6 CCA. It allows shareholders to vote with full knowledge of the facts and constitutes a written record that facilitates the management of future financial years.

For SRLs where not all shareholders are involved in day-to-day management, such a document strengthens transparency and prevents potential disputes. It can also serve as a basis for discussions with the accountant or tax adviser when preparing the tax returns for the financial year.

The quality of corporate governance in an SRL is built on this regular communication with shareholders, well beyond what the law strictly requires.

Further reading

• The SRL financial plan, a key document at formation and an accounting management tool for subsequent financial years
• Tax-deductible expenses for an SRL in Belgium, to optimise the tax base before the end of the financial year
• Creating an SRL in Belgium: the essential steps, to understand the legal obligations from incorporation
• Central Balance Sheet Office, National Bank of Belgium, for online filing of annual accounts and current fees