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Law Transposing Directive 2013/34/eu Of The European Parliament And Of The Council Of June 26, 2013 On Annual Financial Statements, Consolidated Financial Statements And Reports Y Of Certain Types Of Companies, Amending Directive 2006/4

Original Language Title: Loi transposant la Directive 2013/34/UE du Parlement européen et du Conseil du 26 juin 2013 relative aux états financiers annuels, aux états financiers consolidés et aux rapports y afférents de certaines formes d'entreprises, modifiant la Directive 2006/4

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belgiquelex.be - Carrefour Bank of Legislation

18 DECEMBER 2015. - An Act to transpose Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports of certain forms of enterprises, to amend Directive 2006/43/EC of the European Parliament and the Council and to repeal Directives 78/660/EEC and 83/349/EEC of the Council (1)



PHILIPPE, King of the Belgians,
To all, present and to come, Hi.
The House of Representatives adopted and sanctioned the following:
CHAPTER 1er. - General provision
Article 1er. This Act regulates a matter referred to in Article 74 of the Constitution.
CHAPTER 2. - Transposition of the Directive
Art. 2. This Act partially transposes Directive 2013/34/EU of the European Parliament and Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports of certain forms of enterprises, amending Directive 2006/43/EC of the European Parliament and the Council and repealing Directives 78/660/EEC and 83/349/EEC of the Council. The transposition of the Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 amending Directive 2013/34/EU with regard to the publication of non-financial information and information on diversity by some large companies and certain groups will take place at a later stage.
CHAPTER 3. - Amendments to the Corporate Code
Art. 3. Section 15 of the Corporate Code, last amended by section 3 of the Act of 23 December 2005, is replaced by the following:
"Art. 15. § 1er. Small companies are companies with legal personality that, on the balance sheet of the last closed fiscal year, do not exceed one of the following limits:
- number of employed workers, annual average: 50;
- annual turnover, excluding value added tax: 9 000 000 euros;
- total balance sheet: 4,500,000 euros.
§ 2. exceeding or not exceeding one of the criteria referred to in paragraph 1er affects only if this circumstance occurs for two consecutive years. In this case, the consequences of this exceedance will apply from the year following the year in which, for the second time, more than one of the criteria has been exceeded or are no longer exceeded.
§ 3. Application of the criteria set out in paragraph 1er companies that begin their activities are subject to good faith estimates at the beginning of the fiscal year. If this estimate shows that more than one of the criteria will be exceeded in the first fiscal year, it must be taken into account in the first fiscal year.
§ 4. When the fiscal year is exceptionally less than or more than twelve months, the period not exceeding twenty-four months less than one calendar day, the amount of revenue excluding the value added tax referred to in subsection 1er, is multiplied by a fraction of which the denominator is twelve and the numerator the number of months included in the given fiscal year, all months started being counted for a full month.
§ 5. The average of the occupied workers referred to in paragraph 1er, is the average number of workers expressed in full-time equivalents registered in the DIMONA data bank in accordance with the Royal Decree of 5 November 2002 establishing an immediate declaration of employment, pursuant to section 38 of the Act of 26 July 1996 concerning the modernization of social security and ensuring the viability of the legal pension schemes, at the end of each month of the fiscal year, or when the employment does not fall within the scope of the
The number of workers expressed in full-time equivalents is equal to the volume of work expressed in full-time occupied equivalents, to be calculated for part-time workers on the basis of the conventional number of hours to be taken from the normal working time of a comparable full-time worker (reference worker).
Where more than half of the products resulting from the normal business activity of a company are products not covered by the definition of the "Business Figure" position, then, for the purposes of paragraph 1er, to hear by "business figures", total operating and financial products excluding non-recurring products.
Total balance sheet referred to in paragraph 1er is the total book value of the asset as it appears in the balance sheet diagram that is determined by Royal Decree taken pursuant to Article 92, § 1er. The revenue referred to in paragraphs 1er4 and 5 is the amount as defined by this Royal Decree.
§ 6. In the case of a corporation linked to one or more other, as defined in section 11, the criteria for turnover and balance sheet total, referred to in paragraph 1er, are determined on a consolidated basis. The number of workers, calculated according to the provisions of paragraph 5, occupied on an annual average by each related company, is added.
If, when calculating the thresholds specified in paragraph 1erthe calculations defined by royal decree taken in execution of Article 117, § 1erand any resulting elimination are not made, these thresholds for total balance sheet and net turnover are increased by twenty percent.
§ 7. Subsection 6 is not applicable to other companies other than parent companies within the meaning of section 6, 1° unless such companies are incorporated for the sole purpose of avoiding reporting.
For the purposes of this paragraph and paragraph 6, the companies constituting a consortium as referred to in Article 10 are assimilated to a parent company.
§ 8. The King may amend the figures provided for in paragraph 1er and the modalities of their calculation. These royal decrees are taken after deliberation in the Council of Ministers and on the advice of the Central Council of the Economy. The opinion of the National Labour Council is further requested for the amendment of paragraph 5, paragraph 1er and 2."
Art. 4. In book I, title II, chapter III, section Ire, of the same Code, an article 15/1 is inserted, as follows:
"Art. 15/1. § 1er. Microcorporations are small corporations with legal personality that on the closing date of the accounts are not a subsidiary corporation or a parent company and that do not exceed one of the following limits:
- number of employed workers, on average annually: 10;
- annual turnover, excluding value added tax: 700,000 euros;
- total balance sheet: 350,000 euros.
§ 2. exceeding or not exceeding one of the criteria referred to in paragraph 1er affects only if this circumstance occurs for two consecutive years. In this case, the consequences of this exceedance will apply from the year following the year in which, for the second time, more than one of the criteria has been exceeded or are no longer exceeded.
§ 3. Application of the criteria set out in paragraph 1er companies that begin their activities are subject to good faith estimates at the beginning of the fiscal year. If this estimate shows that more than one of the criteria will be exceeded in the first fiscal year, it must be taken into account in the first fiscal year.
§ 4. When the fiscal year is exceptionally less than or more than twelve months, the period not exceeding twenty-four months less than one calendar day, the amount of revenue excluding the value added tax referred to in subsection 1er, is multiplied by a fraction of which the denominator is twelve and the numerator the number of months included in the given fiscal year, all months started being counted for a full month.
§ 5. The average of the occupied workers referred to in paragraph 1er, is the average number of workers expressed in full-time equivalents registered in the DIMONA data bank in accordance with the Royal Decree of 5 November 2002 establishing an immediate declaration of employment, pursuant to section 38 of the Act of 26 July 1996 concerning the modernization of social security and ensuring the viability of the legal pension plans, at the end of each month of the fiscal year, or when the employment is not within the scope of royal application
The number of workers expressed in full-time equivalents is equal to the volume of work expressed in full-time occupied equivalents, to be calculated for part-time workers on the basis of the conventional number of hours to be taken from the normal working time of a comparable full-time worker (reference worker).
Where more than half of the products resulting from the normal business activity of a company are products not covered by the definition of the "Business Figure" position, then, for the purposes of paragraph 1er, to hear by "business figures", total operating and financial products excluding non-recurring products.
Total balance sheet referred to in paragraph 1er is the total book value of the asset as it appears in the balance sheet diagram that is determined by Royal Decree taken pursuant to Article 92, § 1er. The revenue referred to in paragraphs 1er4 and 5 is the amount as defined by this Royal Decree.
§ 6. The King may amend the figures provided for in paragraph 1er and the modalities of their calculation. These royal decrees are taken after deliberation in the Council of Ministers and on the advice of the Central Council of the Economy. The opinion of the National Labour Council is further requested for the amendment of paragraph 5, paragraph 1er and 2. "
Art. 5. In book Ier, title II, chapter III of the same Code, the title of section II is replaced by the following:
"Section II. Small size groups".
Art. 6. Section 16 of the same Code, last amended by section 3 of the Royal Decree of 25 May 2005, is replaced by the following:
"Art. 16. § 1er. A company and its subsidiaries, or the companies that together constitute a consortium, are considered to form a small group with its subsidiaries when these companies, on a consolidated basis, do not exceed one of the following limits:
- occupied staff on average annually: 250;
- annual turnover, excluding value added tax: 34,000 euros;
- total balance sheet: 17,000 euros.
§ 2. The figures referred to in paragraph 1er are audited on the closing date of the annual accounts of the consolidating corporation, based on the last annual accounts of the companies to be included in consolidation.
exceeding or not exceeding one of the criteria referred to in paragraph 1er affects only if this circumstance occurs for two consecutive years. In this case, the consequences of this exceedance will apply from the year following the year in which, for the second time, more than one of the criteria has been exceeded or are no longer exceeded.
§ 3. The average of the occupied workers referred to in paragraph 1er, is the average number of workers expressed in full-time equivalents registered in the DIMONA data bank in accordance with the Royal Decree of 5 November 2002 establishing an immediate declaration of employment, pursuant to section 38 of the Act of 26 July 1996 concerning the modernization of social security and ensuring the viability of the legal pension plans, at the end of each month of the fiscal year, or when the employment is not within the scope of royal application
The number of workers in full-time equivalents is equal to the workload expressed in full-time occupied equivalents, to be calculated for part-time occupied workers based on the contractual number of hours to be taken from the normal working time of a comparable full-time worker (reference worker).
Where more than half of the products resulting from the normal business activity of a company are products not covered by the definition of the "Business Figure" position, then, for the purposes of paragraph 1er, to hear by "business figures", total operating and financial products excluding non-recurring products.
Total balance sheet referred to in paragraph 1er is the total book value of the asset as it appears in the balance sheet diagram that is determined by Royal Decree taken pursuant to Article 117, § 1er.
If, when calculating the thresholds specified in paragraph 1erthe calculations defined by royal decree under Article 117, § 1er and any resulting elimination are not made, these thresholds for total balance sheet and net turnover are increased by twenty percent.
§ 4. The King may amend the figures provided for in paragraph 1er, as well as the modalities of their calculation. These royal decrees are taken after deliberation in the Council of Ministers and on the advice of the Central Council of the Economy. ".
Art. 7. Article 76, paragraph 1er, of the same Code, is supplemented by the following sentence:
"Third parties are expected to have taken note of the relevant annual accounts if, and from the time that, these annual accounts are published on the website of the National Bank of Belgium. ".
Art. 8. In Article 92, § 3, of the same Code, last amended by Article 160 of the Act of 25 April 2014, the following amendments are made:
1° the 4° is replaced by the following:
"4° to investment companies referred to in section 44 of the Act of 6 April 1995 relating to the status and control of investment enterprises, excluding establishments referred to in section 45 of that Act;"
2° the article is completed by a 6°, written as follows:
"6° to liquidation bodies as referred to in Article 23, § 1er of the Act of 2 August 2002 on the supervision of the financial sector and financial services, which are not credit institutions established in Belgium, and organizations assimilated to liquidation bodies determined by the King pursuant to Article 23, § 7, of the same Act.".
Art. 9. Section 93, paragraph 3, 1°, of the same Code, last amended by section 3 of the Act of 13 January 2006, is replaced by the following:
"1° to companies referred to in Article 92, § 3, 1°, 2°, 4° and 6° ;".
Art. 10. In Book IV, Title VI, Chapter Ier, section Ire, of the same Code, an article 93/1 is inserted, as follows:
"Art. 93/1. Micro-societies as referred to in Article 15/1 have the ability to establish their annual accounts according to a microschema established by the King.
Collectively-named companies and single-line companies whose turnover of the last fiscal year, excluding the value-added tax, does not exceed an amount fixed by the King, have the power not to establish annual accounts according to the rules established by the King under section 92, § 1er.
Paragraph 1er and paragraph 2 does not apply:
1° to the companies referred to in Article 92, § 3, 1°, 2°, 4° and 6°;
2° to companies whose purpose is the mortgage. ".
Art. 11. In section 94 of the same Code, last amended by section 4 of the Act of 13 January 2006, the following amendments are made:
1° in paragraph 1er, the words "This section is not applicable:" are replaced by the words "Unless these are companies as referred to in Article 92, § 3, 1°, 2°, 4° or 6°, this section is not applicable:"
2° in paragraph 2, the words " § 1er"are inserted between the words "Article 96," and the words "6°, in the Appendix".
Art. 12. In Article 96, § 3, paragraph 2, 5° of the same Code, last amended by Article 3 of the Law of 6 April 2010, the words "the company" are replaced by the words "the company".
Art. 13. In Book IV, Chapter Ier of the same Code, a section II/1, including articles 96/1 and 96/2, is inserted as follows:
"Section II/1. The report on payments to Governments.
Art. 96/1. For the purposes of this section, it shall be understood by:
1° company active in extractive industries: a society of which all or part of the activities consists of exploration, prospecting, discovery, exploitation and extraction of minerals, oil, natural gas or other materials, falling within the economic activities listed in Section B, Divisions 05 to 08 of Schedule I to Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification
2° company active in the exploitation of primary forests: a society carrying out activities in primary forests in section A, division 02, group 02.2, of the same annex.
Art. 96/2. § 1er. Listed companies as referred to in Article 4, companies as referred to in Article 92, § 3, 1°, 2°, 4° and 6°, and companies that exceed more than one of the criteria mentioned in Article 16, § 1er, provided that the criteria are calculated on an individual basis, except in the case of a parent company and that are active in the extractive industries or the exploitation of primary forests within the meaning of section 96/1, are required to prepare an annual report on payments to governments whose form and content are defined by the King.
Unless the companies referred to in Article 92, § 3, 1°, 2°, 4°, or 6°, this section is not applicable:
1° to collectively-named companies, single-supervised companies and unreliable cooperative societies, all of which have unlimited liability are natural persons;
2° to groups of economic interest;
3° to agricultural companies;
4° to companies under the law of a Member State of the European Union that are subsidiaries or parent companies when the following conditions are met:
(a) the parent corporation is governed by the right of a Member State of the European Union;
(b) payments made to governments by these companies are contained in the consolidated report prepared by the parent company in accordance with Article 119/1;
5° to companies that report on payments to governments and make it public in accordance with the requirements applicable to third countries that are, under section 47 of the transposed EU Directive 2013/34/EU, deemed to be equivalent to those provided in this section. These companies are required to make it public.
§ 2. The report is filed by administrators or managers at the National Bank of Belgium at the same time as the annual accounts.".
Art. 14. In section 97 of the same Code, the words "This subsection is not applicable:" are replaced by the words "Unless these are companies as referred to in Article 92, § 3, 1°, 2°, 4°, or 6°, this subsection is not applicable:".
Art. 15. Section 99 of the same Code, last amended by section 6 of the Act of 13 January 2006, is replaced by the following:
"Art. 99. Small non-listed corporations or micro-corporates may publish their established annual accounts under section 93, paragraph 1er, or under section 93/1, paragraph 1er respectively, according to an abbreviated schema or microschemistry, in this short schema or microschemistry."
Art. 16. In section 100 of the same Code, last amended by section 7 of the Act of 13 January 2006, the following amendments are made:
1° the current text becomes paragraph 1er;
2° the words "Have deposited at the same time as the annual accounts and in accordance with section 98:" are replaced by the words "In the thirty days after the approval of the annual accounts and no later than seven months after the closing date of the fiscal year, are deposited by the directors or managers with the National Bank of Belgium:";
3° the 6° is supplemented by the words ", except if it is companies as referred to in Article 92, § 3, 1°, 2°, 4° or 6° ;"
4° a 6° /1 is inserted, as follows:
"6° /1 a list of companies in which the company holds an interest as defined in Article 13. For each of these companies the following data are mentioned:
1° the name, the seat and if it is a Belgian law company, the company number that was assigned to it by the Banque-Carrefour des Entreprises;
2° the number of social rights held directly by the company and the percentage that this detention represents, as well as the percentage of social rights held by the affiliates of the company;
3° the amount of equity and the net result of the last year with annual accounts available.
The number and percentage of social rights held are, if any, mentioned by different categories of social rights issued. The same information is given with respect to conversion and subscription rights held directly or indirectly.
The amounts of equity and net income in the last fiscal year for which annual accounts are available may be omitted, if the company concerned is not required to publish these data; however, this exception is not applicable to subsidiaries.
The amounts of equity and net income of foreign companies are denominated in foreign currency. This currency is mentioned.
The above list is supplemented, if any, by an overview of the companies in which the company assumes unlimited liability as an unlimited partner or member with unlimited liability.
For each of the companies in which the company assumes an unlimited liability, the following data are provided: the name, seat, legal form and if it is a Belgian law company, the company number assigned to them by the Banque-Carrefour des Entreprises.
The annual accounts of each company in which the company assumes unlimited liability are added to this overview and published at the same time. Provided that this is mentioned in this overview, this provision is not applicable where the annual accounts of this undertaking itself are published in a manner that corresponds to Article 98 or when they are actually published in another member state of the EEC, in accordance with Article 3 of Directive 68/151/EEC. This provision is not applicable to the common law society, the momentary society and the internal society either. ";
5° a 6° /2 is inserted, as follows:
"6° /2 the social assessment prescribed by the Act of 22 December 1995 on measures to implement the multi-year employment plan;"
6° in the 7°, the word "other" is inserted between the word "all" and "document";
7° the article is supplemented by a paragraph 2, which reads as follows:
"§2. The data already provided separately in the annual accounts should not be included in a document to be filed in accordance with section 100. ";
8° the article is supplemented by a paragraph 3, which reads as follows:
§ 3. If the documents referred to in this article have not been filed as provided in the first sentence of § 1er, the damage suffered by third parties is, unless otherwise proved, presumed to result from this omission. ".
Art. 17. Section 101, paragraph 7, of the same Code, last amended by section 17 of the Program Law of 27 December 2005, is replaced by the following:
"The amounts referred to in the preceding paragraph are reduced to 120, 180 and 360 euros respectively for small companies or micro-societies that make use of the faculty referred to in section 99 to publish their annual accounts according to an abbreviated schema or microschemistry."
Art. 18. In section 102 of the same Code, paragraphs 2 and 3 are repealed.
Art. 19. In section 108 of the same Code the following amendments are made:
1° 2° is repealed;
2° the 3° is replaced by the following:
"3° to investment companies referred to in section 44 of the Act of 6 April 1995 relating to the status and control of investment enterprises, excluding establishments referred to in section 45 of that Act;"
3° the article is completed by a 6°, written as follows:
"6° to liquidation bodies as referred to in Article 23, § 1er of the Act of 2 August 2002 on the supervision of the financial sector and financial services, which are not credit institutions established in Belgium, and organizations assimilated to liquidation bodies determined by the King pursuant to Article 23, § 7 of that Act.".
Art. 20. In article 112 of the same Code, the words "small group" are replaced by the words "small group".
Art. 21. In article 113, paragraph 2, paragraph 2, paragraph 3, of the same Code, the following amendments are made:
1° in (a), the words "Council Directive 83/349/EEC of 13 June 1983" are replaced by the words "Guideline 2013/34/EU";
2° in (b) the words "Guideline 83/349/EEC" are replaced by the words "Guideline 2013/34/EU" and the words "or in accordance with the international accounting standards established under Regulation (EC) 1606/2002 or equivalent in accordance with Regulation (EC) 1569/2007" are inserted between the words "this directive" and the words "; these consolidated accounts."
Art. 22. In Book IV, Title VI, Chapter II of the same Code, a section IV/1, including articles 119/1 and 119/2, is inserted as follows:
"Section IV/1. Consolidated report on payments to Governments.
Art. 119/1. The directors or managers of a corporation that is required to establish consolidated accounts in accordance with sections 109 to 115 and that is active in the extractive industries or the exploitation of primary forests within the meaning of section 96/1 are required to prepare annually a consolidated report on payments made to governments, with the form and content determined by the King. This obligation also applies to corporations that are required to establish consolidated accounts pursuant to the Royal Decree of 23 September 1992 relating to the consolidated accounts of credit institutions, investment companies and collective investment management companies, or under section 18 of the Royal Decree of 26 September 2005 relating to the status of liquidation organizations and organizations similar to liquidation organizations.
Art. 119/2. The report referred to in Article 119/1 shall be deposited by the directors or managers at the National Bank of Belgium together with the consolidated accounts. ".
Art. 23. In section 121, paragraph 1er the words "articles 100, 1°" are replaced by the words "articles 100, § 1er1°.
Art. 24. In the same Code, an article 122/1 is inserted:
"Art. 122/1. § 1er. The King may adapt and supplement the rules that He defines relating to the form and content of the report on payments to the governments arrested pursuant to Article 96/2 and the rules relating to the form and content of the consolidated report on payments to the governments arrested under Article 119/1 according to the branches of business or economic sectors.
§ 2. The King may, with respect to companies that do not exceed a size that he or she defines, adapt and supplement the rules relating to the form and content of the report on payments to the governments arrested pursuant to section 96/2 and the rules relating to the form and content of the consolidated report on payments to the governments arrested under section 119/1, or exempt these companies from all or part of these rules. These adaptations, additions and exemptions may vary depending on the purpose of the above-mentioned orders and depending on the legal form of the companies. ".
Art. 25. In the same Code, an article 123/1 is inserted:
"Art. 123/1. § 1er. The King may adapt and supplement the rules he defines relating to the establishment and advertising of the report on payments to the governments arrested pursuant to section 96/2 and the rules relating to the form and content of the consolidated report on payments to the governments arrested under section 119/1 according to the branches of business or economic sectors.
§ 2. The King may, with respect to companies that do not exceed a size that he or she defines, adapt and supplement the rules relating to the establishment and advertising of the report on payments to the governments arrested under section 96/2 and the rules relating to the establishment and advertising of the consolidated report on payments to the governments arrested under section 119/1, or exempt these companies from all or part of these rules. These adaptations, additions and exemptions may vary depending on the purpose of the above-mentioned orders and depending on the legal form of the companies. ".
Art. 26. In section 125, paragraph 1er the same Code, last amended by section 4 of the Act of 22 March 2012, the following amendments are made:
1° in paragraph 3, the word "commission" is replaced by the word "Commission";
2° the paragraph is supplemented by a new paragraph, which reads as follows:
"The corporation to which the derogation was granted refers to this derogation among the assessment rules in the schedule to the annual accounts."
Art. 27. In section 141 of the same Code, last amended by section 10 of the Act of 13 January 2006, the following amendments are made:
1° the words "This chapter is not applicable:" are replaced by the words "Unless it is one of the companies referred to in Article 92, § 3, 1°, 2° or 6° or an investment company having the status of a stock exchange corporation under Article 47, § 1er1°, of the Act of 6 April 1995 on the Status and Control of Investment Businesses, this chapter is not applicable:"
2° in the Dutch text of 2°, the words "niet genoteerde" are replaced by the words "niet-genoteerde".
Art. 28. Article 144, paragraph 1er the same Code, replaced by Article 11 of the Act of 13 January 2006, is supplemented by a 9°, as follows:
"9° a statement indicating whether the documents to be deposited in accordance with section 100 shall, at both the form and the content level, reflect the information required by this Code;".
Art. 29. Article 151 of the same Code is supplemented by a second paragraph, which reads as follows:
"The company revisers carry out the same tasks with regard to the social balance referred to in Article 100, § 1, 6° /2.".
Art. 30. In section 283 of the same Code, as amended by section 195 of the Program Act of 2 August 2002, paragraph 2 is replaced by the following:
"Annual accounts, reports referred to in paragraph 1er5° and the information that is filed in accordance with Article 100 shall be transmitted to the partners, managers and commissioners in accordance with Article 269, paragraph 1er".
Art. 31. In section 410 of the same Code, paragraph 2 is replaced by the following:
"Annual accounts, reports referred to in paragraph 1er, 4° and the information that is filed in accordance with Article 100 shall be transmitted to the partners in accordance with Article 381. ".
Art. 32. In section 553 of the same Code, last amended by section 202 of the Program Act of 2 August 2002, paragraph 2 is replaced by the following:
"The annual accounts, the management report, the report of the commissioners and the information that is filed in accordance with section 100 shall be made available in accordance with section 535. ".
CHAPTER 4. - Amendments to the Act of 20 September 1948 on the organization of the economy, the Act of 22 December 1995 on measures to implement the multi-year employment plan and the Economic Law Code
Art. 33. In section 15, (b), of the Act of 20 September 1948 on the organization of the economy, paragraph 3, inserted by the Act of 7 May 1999, is replaced by the following:
"Any company that may be considered small under the criteria set out in the Corporate Code is required, if it has established and published its annual accounts according to the abstract schema or microschemistry, to communicate to the Business Council the annual accounts according to the complete scheme and a social balance according to the most detailed scheme. These annual accounts and social balances communicated to the Corporate Council must also be communicated to the General Assembly."
Art. 34. In section 44 of the Act of 22 December 1995 on measures to implement the multi-year employment plan, the following amendments are made:
1° the words "by the Act of 17 July 1975 on accounting and annual accounts of enterprises" are replaced by the words "on the basis of articles III.82 to III.95 of the Economic Law Code";
2° in the same article, in the Dutch version, the word "publikatieverplichting" is replaced by the word "publicatieverplichting".
Art. 35. In the same law, an article 45bis is inserted as follows:
"Art. 45bis. The social balance referred to in this chapter shall be deposited with the National Bank of Belgium by administrators or managers as the other documents prescribed by the Code of Societies.
Each annual account communicated to the board of business by or under the Act of 20 September 1948 on the organization of the economy must be added to the social balance sheet.
At each annual account communicated to the Committee on Prevention and Protection at Work by or under the Act of 4 August 1996 on the welfare of workers during the performance of their work, the social record must be added.
The rules concerning the reporting of annual accounts established by or under the laws of 20 September 1948 on the organization of the economy and of 4 August 1996 on the well-being of workers during the performance of their work apply fully to the social balance sheet.
Art. 36. In section 46 of the Act, as amended by the Act of 26 March 1999, the fourth dash is replaced by the following:
"- the terms and conditions of publication and access to the documents, as well as the communication of them to the boards of business, the Committee on Prevention and Protection at Work, the union delegation and workers. For the filing of the social balance sheet, companies follow a model established by the National Bank of Belgium which is available on its website. This model is adapted by the National Bank of Belgium to the legal and regulatory provisions in force. "
Art. 37. In section I.9 of the Economic Law Code, inserted by the law of 19 April 2014 and amended by the law of 26 October 2015, the 36th is replaced by the following:
"36° related agent: a credit intermediary acting on behalf and under full and unconditional responsibility:
(a) one lender or
(b) several lenders in one group. "
Art. 38. In Article III.90, § 2, paragraph 1er, of the same Code, inserted by the law of 17 July 2013, the words "that are not companies within the meaning of article III.85" are inserted between the words "execution" and "sont".
Art. 39. Article VII. 172 of the same Code, inserted by the Act of 19 April 2014 and amended by the Act of 26 October 2015, paragraph 2 is replaced by the following:
"The list published by FSMA indicates:
- where applicable, the group of which the lender is a member;
- for each consumer credit lender, by reference to Article VII.160, § 3, the type of credit granted."
Art. 40. Article VII. 181 of the Code, inserted by the Act of 19 April 2014 and amended by the Act of 26 October 2015, the following amendments are made:
1° in paragraph 4, the following modifications are made:
(a) in paragraph 1er, the words "or a mortgage lender" are replaced by the words "or one or more mortgage lenders";
(b) in paragraph 2, the words "or the lender controls" are replaced by the words "or the lender controls"
2° in paragraph 6, the following amendments are made:
(a) in paragraph 1er, the words "the mortgage lender on whose behalf he acts" are replaced by the words "the mortgage lender or lenders on whose behalf he acts";
(b) in paragraph 2, the words "The lender controls" are replaced by the words "The lender controls".
Art. 41. In Article VII.182, § 5, paragraph 3, of the same Code, inserted by the law of 19 April 2014 and amended by the law of 26 October 2015, the 5th is replaced by the following:
"5° for related agents: the name of the mortgage lender(s) to which they are linked and, if applicable, the group of which these lenders are part."
Art. 42. In Article VII. 186, § 5, of the same Code, inserted by the law of 19 April 2014 and amended by the law of 26 October 2015, the following amendments are made:
1° in paragraph 1er, the words "of a lender in consumer credit" are replaced by the words "of the lender in consumer credit for which it acts";
2° in paragraph 2, the words "The lender controls" are replaced by the words "The lender controls".
Art. 43. In Article VII.188, § 5, paragraph 3 of the same Code, inserted by the law of 19 April 2014 and amended by the law of 26 October 2015, the 6° is replaced by the following:
"6° for related agents: the name of the lender(s) in consumer credit to which they are linked and, if applicable, the group of which these lenders are part."
Art. 44. In Article XV. 67/2 of the same Code, inserted by the Act of 19 April 2014, paragraph 4 is supplemented by the following sentence:
"For agents related to several lenders in the same group, FSMA removes the registry agent where it was registered, after having notified the registrar in advance, when it finds that the agent is no longer bound by any of these lenders. ".
CHAPTER 5. - Amendments
Income Tax Code 1992
Art. 45. In Article 21, 13°, a, of the Income Tax Code 1992, inserted by the Programme Law of 10 August 2015, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 46. In Article 69, § 1er, paragraph 5, of the same Code, inserted by the programme law of 10 August 2015, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 47. In Article 14526, § 3, of the same Code, restored by the Programme Law of 10 August 2015, the following amendments are made:
1° to paragraph 1er3°, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er at 6, the Corporate Code";
2° Paragraph 6 is replaced by the following:
"The percentage referred to in paragraph 5 shall be increased to 45 p.c. for the amounts referred to in § 1erParagraph 1er, a, assigned to the release of shares or shares of a corporation that, for the taxation year in respect of the taxable period in which the capital contribution takes place, is a microcorporate within the meaning of section 15/1 of the Corporations Code. ".
Art. 48. In section 184quater, paragraph 1er, of the same Code, inserted by the program law of 19 December 2014, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 49. In Article 185quater of the same Code, inserted by the law of 8 June 2008 and amended by the law of 22 December 2009, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 50. In Article 194quater, § 1er, of the same Code, replaced by the Act of 22 December 2009, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 51. In Article 196, § 2, of the same Code, replaced by the Act of 31 July 2004 and amended by the Act of 22 December 2009, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 52. In section 201 of the same Code, last amended by statute of 10 August 2015, the following amendments are made:
1° in paragraph 10, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er at 6, the Corporate Code";
2° in paragraph 11, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 53. In Article 2052, § 1er, paragraph 2, of the same Code, inserted by the law of 17 June 2013, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 54. In Article 205quater, § 6, of the same Code, inserted by the law of 22 June 2005 and amended by the law of 22 December 2009, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 55. In section 217, paragraph 1er, 3°, of the same Code, inserted by the programme law of 27 December 2012, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 56. In Article 218, § 2, of the same Code, replaced by the Act of 22 December 2009, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 57. In Article 219ter, § 7, of the same Code, inserted by the law of 30 July 2013, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 58. In Article 269, § 2, paragraph 1er, 1°, of the same Code, inserted by the programme law of 28 June 2013, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 59. In Article 2753, § 1er, paragraph 3, 2°, a, of the same Code, inserted by the law of 23 December 2005 and amended by the law of 17 June 2013, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, of the Code of Companies as it existed before being amended by the law of 18 December 2015 transposing the Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements,
Art. 60. In article 2757, paragraph 4, of the same Code, inserted by the law of 30 July 2013, the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er 6, the Corporate Code."
Art. 61. In article 2758, § 2, paragraph 2, of the same code, restored by the law of 15 May 2014 and amended by the law of 24 March 2015, the words "the provisions of Article 15, §§ 2 to 4, of the Code of Companies" are replaced by the words "the provisions of Article 15, §§ 3 to 5, of the Code of Societies".
Art. 62. In section 27510 of the same Code, inserted by the Program Act of 10 August 2015, the following amendments are made:
1° in paragraph 2, 2° the words "Article 15 of the Code of Companies" are replaced by the words "Article 15, §§ 1er at 6, of the Code of Societies and the words "of the said Article 15" are replaced by the words "of the said Article 15, §§ 1er 6";
2° Paragraph 4 is replaced by the following:
"The percentage provided in paragraph 1er is increased to 20 p.c. where at the end of the taxable period the employer is a microcorporate within the meaning of section 15/1 of the Corporations Code or a natural person who meets by analogy the criteria of section 15/1 above."
CHAPTER 6. - Final provisions
Art. 63. The provisions of Chapter 3 apply to exercises beginning after December 31, 2015, with the exception of Articles 15, § 2; 15/1, § 2 and 16, § 2, paragraph 2 of the Code of Societies, as set out in this Act, which are not applicable, for one time, to the first exercise beginning after December 31, 2015.
Section 45 applies to loans made by borrowers in a taxable period beginning on or after 1er January 2016.
Section 47 applies to shares or shares that corporations issue in a taxable period beginning on or after 1er January 2016.
Sections 46 and 48 to 58 apply to taxable periods beginning on or after 1er January 2016.
Sections 59, 60 and 62 apply to employers for remuneration that they pay or attribute during a taxable period beginning on or after 1er January 2016.
Section 61 applies to employers who have submitted a form in a taxable period beginning on or after 1er January 2016.
Promulgation of this law, let us order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 18 December 2015.
PHILIPPE
By the King:
Minister of Economy,
K. PEETERS
Minister of Justice,
K. GEENS
Minister of Finance,
J. VAN OVERTVELDT
Minister of Average Classes, Independents and SMEs,
W. BORSUS
Seal of the state seal:
Minister of Justice,
K. GEENS
____
Note
House of Representatives:
(www.lachambre.be)
Documents: 54-1444 (2015/2016)
Full report: 10 December 2015.