2 JUIN 2006. - An Act to amend the Corporate Code to improve the liquidation procedure (1)

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
Art. 2. Section 184 of the Corporate Code is replaced as follows:
"Art. 184. § 1^er. In the absence of statutory provisions to the contrary, the mode of liquidation is determined by the General Assembly.
Liquidators shall only take office after confirmation by the Commercial Court of their appointment resulting from the decision of the General Assembly. The competent court is that of the district where the company sits on the day of the dissolution decision. If the company's seat was moved within six months of the dissolution decision, the competent court is that of the borough where the company had its seat before it was moved. The court only confirms the appointment after verifying that liquidators offer all the guarantees of probity. The court also decides on the acts that the liquidator may have performed between his appointment by the General Assembly and the confirmation of that appointment. It can confirm these acts retroactively, or cancel them if they constitute a manifest violation of third-party rights. An act appointing a liquidator may only be validly filed in accordance with section 74 if the Commercial Court encloses a copy of the confirmation or registration decision.
No person may be designated as liquidators or persons who have been convicted for offences under articles 489 to 490bis of the Criminal Code or for theft, false, concussion, fraud or trust, as well as any depositary, guardian, administrator or accountant who has not rendered and sold his account in due time. This exclusion can only take place if it comes within a 10-year period, beginning with a final conviction or absence of accountability and account balance in a timely manner.
Nor can they be appointed as a liquidator, except for approval by the competent court, persons who have been declared bankrupt without having obtained the rehabilitation and those who have incurred a prison sentence, even suspended, for one of the offences referred to in Article 1^er of Royal Decree No. 22 of 24 October 1934 concerning the judicial prohibition of certain convicts and bankrupts to perform certain functions, occupations or activities, for an offence to the Act of 17 July 1975 relating to the accounting of enterprises or its enforcement orders, or for an offence to tax legislation.
In the event of refusal of registration or confirmation, the competent court shall designate the liquidator himself, possibly on the proposal of the General Assembly.
The Commercial Court shall be seized by a unilateral request from the company, filed in accordance with articles 1025 et seq. of the Judicial Code. The application is signed by the competent body of the company or by a lawyer and accompanied by an accounting statement of assets and liabilities. The court shall decide no later than twenty-four hours from the filing of the application.
The court may also be brought before the Crown Prosecutor or any interested third party pursuant to articles 1034bis et seq. of the Judicial Code.
In societies in collective name and in simple sponsorship companies, the decisions are only validly taken by the assumption of half of the associates having three-quarters of the social asset: in the absence of this majority, it is decided by the courts.
Liquidators form a college.
In the event that the liquidator is a corporation, the natural person who represents the liquidator must be designated in the act of appointment. Any modification to the designation of this natural person shall be decided in accordance with this paragraph and filed and published in accordance with section 74, 2°.
§ 2. In case of non-compliance with articles 189bis and 190, § 1^er, the competent court may, upon request of the Public Prosecutor's Office or any interested third party, provide for the replacement of the liquidator after hearing it. »
Art. 3. An article 189bis is inserted in the same Code, which reads as follows:
"Art. 189bis. During the sixth and twelfth months of the first year of liquidation, the liquidator shall transmit a detailed statement of the situation of liquidation to the office of the commercial court in the borough of which the company is located.
This detailed statement, which includes, inter alia, the indication of revenues, expenses, distributions, and what remains to be liquidated, is paid to the liquidation file referred to in section 195bis.
From the second year of liquidation, this detailed statement is only transmitted to the Registry and paid to the liquidation file every year. »
Art. 4. Article 190, § 1^erthe same Code is supplemented by the following paragraphs:
"Before the liquidation closes, liquidators submit the asset allocation plan between the different categories of creditors for agreement to the trade tribunal in the borough of which the company's headquarters is located.
The court may require the liquidator to obtain any relevant information to verify the validity of the distribution plan. »
Art. 5. An article 195bis is inserted in the same Code, which reads as follows:
"Art. 195bis. A file containing:
1 the file referred to in Article 67, § 2;
2° the copy of the reports referred to in Article 181, § 1^er;
3° a copy of the liquidation statements referred to in Article 189 bis;
4° excerpts from the publications provided for in articles 74, 2°, and 195;
5° the case beyond, the list of approvals and confirmations.
Any interested person may take a free knowledge of the file and obtain a copy of the file upon payment of the transplant fee. »
Art. 6. Article 196, paragraph 1^erthe same Code, as amended by the Act of 8 April 2003, is supplemented by the following point:
"5° liquidators who fail to transmit to the office of the commercial court in the borough of which the company's headquarters is located, the detailed state of the situation of the liquidation, in accordance with section 189bis. »
Art. 7. In the year of the publication of this Act to the Belgian Monitor, liquidators shall take, for the liquidations in progress at the time of its entry into force, the necessary measures to comply with its provisions.
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 Naples, June 2, 2006.
ALBERT
By the King:
The Minister of Justice,
Ms. L. ONKELINX
Seal of the state seal:
The Minister of Justice,
Ms. L. ONKELINX
____
Note
(1) Regular session zitting 2004-2005.
House of Representatives:
Parliamentary documents. - Proposal for a law by Mr. Massin et al., No. 51-1906/1.
Regular session 2005-2006.
House of Representatives:
Parliamentary documents. - Amendments n^bones 51-1906/2 to 4. - Report, no. 51-1906/5. - Text adopted by the Commission, No. 51-1906/6. - Text adopted in plenary and transmitted to the Senate, No. 51-1906/7.
Full report: 30 March 2006.
Senate:
Parliamentary documents. - Project not referred to by the Senate, No. 3-1646/1.