Each year, at the annual general meeting, NPOs must adopt their annual accounts. In this context, every director asks himself whether all NPOs must file their annual accounts and whether these are published.

Is your NPO subject to the filing obligation?

Under the old regime, the obligation to file annual accounts was for NPOs meeting at least two of the following three criteria:

• 5 employees, as an annual average, expressed as full-time equivalents registered in the personnel register ;
• EUR 250,000 excluding VAT for the total non-exceptional revenue ;
• EUR 1,000,000 for the balance sheet total (Article 17 of the Law of 27 June 1921).

These accounts had to be filed to the National Bank of Belgium, within thirty days of their approval by the general meeting. A document containing the full names of the directors and, where applicable, the statutory auditors in office, as well as the reports of the statutory auditor and the administrative body, had to accompany the accounts filed.

Under the new Code of Companies and Associations (hereinafter the " CSA "), the deposit obligation still exists. However, the thresholds identified are stricter than under the old regime since only NPOs that meet at least two of the following criteria will have to file their accounts:

• 5 workers, annual average ;
• 334,500 excluding VAT for the total non-recurring income;
• EUR 1 337 000 for the total assets ;
• EUR 1 337 000 for total liabilities (Article 3:47, §3 SHA).

What about "small NPOs"?[1] ? They can keep simplified accounts provided they do not exceed more than one of the following criteria:

• 5 workers, annual average ;
• 334,500 excluding VAT for the total non-recurring income;
• EUR 1 337 000 for the total assets ;
• EUR 1 337 000 for total liabilities ;

According to article 3:47, §2 of the SHA, these NPOs may file free of charge their annual accounts to the registry of the company's court when they meet the conditions for keeping simplified accounts.

In the event of failure to file or late filing of the annual accounts, your NPO could be subject to a civil fine, inadmissibility of legal action, damages if the liability of the directors or the NPO is raised or even judicial dissolution.

Is your NPO subject to the publication obligation?

Both under the old and the new regime, the National Bank of Belgium publishes a copy of the dhe annual accounts on its website. Only NPOs that have to file their annual accounts with the NBB will be subject to publication according to article 3:192 of the Royal Decree of the SHA of 29 April 2019 implementing the Companies and Associations Code.

In other words, NPOs that do not exceed more than one of the criteria for the filing requirement do not have a publication obligation.

For more information, please contact Frédéric HEYLBROECK (f.heylbroeck@cew-law.be), Francine MESSINNE (francine.messinne@cew-law.be) and Thibault RAAD (t.raad@cew-law.be), lawyers, CEW & Partners.

[1] Small NPOs are those which, according to Article 1:28, §1^er of the SHA, do not exceed one of the following criteria at the balance sheet date of the last completed financial year:

• 50 workers, annual average ;
• EUR 9 000 000 annual turnover excluding VAT ;
• EUR 4 500 000 for the balance sheet total ;