Key takeaways
- A BV/SRL is required to appoint a commissaire (accredited statutory auditor) when it exceeds more than one of the three size criteria in art. 1:24 CCA (50 FTE, €11.25 million turnover, €6 million balance sheet) for two consecutive financial years.
- The commissaire is appointed by the general meeting for a renewable three-year mandate (art. 3:72 CCA).
- Even a small BV/SRL may need to use a statutory auditor for specific operations: a contribution in kind, a quasi-contribution or certain restructurings (art. 5:7 CCA).
- Only an accredited statutory auditor registered with the IRE/IBR may act as commissaire.
- The commissaire's main mission is to audit the annual accounts and submit a detailed report to the general meeting.
When a BV/SRL crosses certain size thresholds, the appointment of a statutory auditor (réviseur d'entreprises) becomes a legal obligation rather than a governance choice. This commissaire mission, governed by the Code of Companies and Associations (CCA), is distinct from the role of the accountant and may only be performed by a professional registered with the Institute of Statutory Auditors (IRE/IBR). Understanding the criteria for this obligation and the missions attached to the mandate enables directors to anticipate the costs and constraints involved.
When is a statutory auditor mandatory in a BV/SRL
Art. 3:72 of the Code of Companies and Associations sets out the principle: a BV/SRL must appoint a commissaire when it qualifies as a large company under art. 1:24 CCA. A BV/SRL is a large company when it exceeds, at the closing date of the last financial year, more than one of the following three criteria:
FTE employees (annual average)
Criterion 1
net annual turnover excl. VAT
Criterion 2
total balance sheet
Criterion 3
These thresholds were raised for financial years beginning after 31 December 2023, as part of the transposition of the European Accounting Directive. The previous turnover ceiling was €9,000,000 and the total balance sheet was €4,500,000. This increase moved a significant number of BV/SRL companies into the small company category.
The appointment is also mandatory, regardless of size, for BV/SRL companies that issue bonds or make a public appeal for savings. These cases remain rare for a standard BV/SRL.
The legal missions of the commissaire in a BV/SRL
The commissaire appointed in a BV/SRL performs a statutory mandate governed by arts. 3:74 to 3:80 of the CCA. Their central mission is the audit of the annual accounts, but it does not stop there.
Commissaire's missions (art. 3:74 CCA)
Audit of the annual accounts
Verifying that the balance sheet, income statement and notes give a true and fair view of the company's assets, financial position and results, in accordance with applicable accounting standards.
Written report to the general meeting
The commissaire submits a detailed written report to the general meeting in which they give an opinion on the true and fair view of the annual accounts. This report must be made available to shareholders before the meeting.
Review of the management report
For large BV/SRL companies subject to the management report (art. 3:5 CCA), the commissaire checks the consistency of that report with the annual accounts and notes any observations in their report.
Reporting of serious facts
When the commissaire discovers serious and consistent facts likely to jeopardise the continuity of the company's economic activity, they inform the management body in writing and in detail (art. 3:69 CCA).
Certification of certain operations
In certain cases provided for by law (restructurings, capital operations), the commissaire may be required to certify specific reports attached to the documents for the operation.
The commissaire performs their mission with full independence from the company and its directors. The independence rules, defined by the law of 7 December 2016 on the organisation of the profession and the public supervision of statutory auditors, prohibit the commissaire from, among other things, holding management or administrative roles in the company being audited, or holding a direct financial interest in it.
Specific operations requiring a statutory auditor even for a small BV/SRL
The absence of a permanent commissaire does not mean a small BV/SRL will never need a statutory auditor. Several specific operations require the ad hoc intervention of a statutory auditor, regardless of company size.
The operations concerned include in particular:
- A contribution in kind at the incorporation of the BV/SRL or a capital increase
- A quasi-contribution, that is, the acquisition by the BV/SRL, after its incorporation, of assets belonging to a founder or a shareholder, subject to certain time and amount conditions (art. 5:7 CCA)
- Certain restructuring operations (mergers, demergers) for which the CCA provides for a report by the supervisory body
In these cases, the auditor's intervention is limited to the operation concerned. It does not constitute a permanent commissaire mandate and does not subject the BV/SRL to the ongoing obligations of a large company.
Appointing a commissaire: the procedure in a BV/SRL
As soon as your BV/SRL reaches the thresholds of art. 1:24 CCA for two consecutive financial years, the commissaire appointment procedure must be initiated.
- 1
Identifying an IRE/IBR-accredited statutory auditor
Before the general meetingOnly a statutory auditor registered in the public register of the Institute of Statutory Auditors (IRE/IBR) may act as commissaire. The public register is available on the IRE/IBR website (ibr-ire.be). Obtaining several fee proposals is recommended, as fees vary according to the size of the company and the complexity of the audit.
- 2
Nomination proposal by the management body
General meeting agendaThe management body (the manager or managers) submits the nomination proposal to the general meeting. The proposal must state the identity of the statutory auditor, the duration of the mandate (three years) and the remuneration terms.
- 3
Appointment by the general meeting
General meetingThe general meeting votes on the appointment of the commissaire (art. 3:72 CCA). The decision is recorded in the minutes of the general meeting. The appointment takes effect from the date stated in the decision.
- 4
Publication in the Belgian Official Gazette
Within 30 daysThe appointment of the commissaire is published in the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) via the company registration office, in the same way as any amendment to the company's management bodies. Third parties may only rely on the appointment after its publication.
Early revocation of the commissaire before the end of their mandate is only possible for just cause, after the commissaire has been heard in their explanations. Just cause must be objective and serious; a simple disagreement with the conclusions of the report is not sufficient. The IRE/IBR can be consulted in the event of a dispute over revocation.
Commissaire or accountant: the key differences
Confusion between the role of the commissaire (statutory auditor) and that of the accountant (expert-comptable) is common among BV/SRL directors. Both professionals operate in adjacent accounting and financial areas, but their missions, powers and legal obligations are distinct.
| Commissaire (IRE/IBR statutory auditor) | Accountant (ITAA) | |
|---|---|---|
| Professional body | Institute of Statutory Auditors (IRE/IBR) | Institute of Tax Advisors and Accountants (ITAA) |
| Legal commissaire mission | ||
| Legal audit of annual accounts | ||
| Routine bookkeeping and accounting | ||
| Tax advice and filing | ||
| Report on contributions in kind (art. 5:7 CCA) | ||
| Legally imposed independence |
For a large BV/SRL, both professionals can coexist: the accountant or fiduciary firm handles the bookkeeping and prepares the annual accounts, while the commissaire audits them independently. This separation is a guarantee of objectivity for shareholders.
To support the administrative and legal management of your BV/SRL, including managing the legal obligations linked to your registered office, Monsiegesocial offers solutions tailored to each stage of your company's development.
Manage your BV/SRL with expert support
Monsiegesocial supports BV/SRL directors in Belgium on registered office domiciliation, company formation and ongoing administrative obligations.
Further reading
- Annual management report for a BV/SRL: understanding the reporting obligations that accompany the commissaire's mission
- Accounting obligations for a BV/SRL in Belgium: the full accounting framework within which the commissaire's audit takes place
- General meeting of a BV/SRL: the rules and formalities of the general meeting to which the commissaire submits their report
- Institute of Statutory Auditors (IRE/IBR) : the public register of accredited statutory auditors in Belgium
