argomento: News del mese - Diritto Internazionale e Comunitario

Articoli Correlati: Belgium - directors - liability

As regards the responsibilities of a director of a Belgian company, these vary according to the status of the company, that is, its position of economic strength or insolvency. If the company is solvent, the administrator is responsible for management, must act in the interest of the company, is responsible for the organization’s controls and internal policies. Instead, in the event that the company is insolvent or risks becoming such; the board of directors has the obligation to check that there is no excess of the financial limits and communicate it to the shareholders. The relevant thresholds differ depending on whether a company is a BV / SRL or an NV / SA. Failure to present the report to the shareholders and the convening of the shareholders’ meeting within the two-month deadline could determine the liability of the directors and the damage caused to third parties could result from the delay in the reporting by the board of directors to its shareholders. The board of directors is also responsible for the dividend distribution plan, admissible only if the company’s solvency and liquidity requirements are met. In the event that the company becomes insolvent or is facing economic difficulties, the directors are obliged to start the insolvency procedure within a month, otherwise any director who has violated his obligations, contributing to the company’s decline, can be held personally responsible for the non-payment of the company’s debts, as well as for the non-payment of taxes and VAT. There is of course criminal liability for directors in the event of falsification or incorrect compilation of the financial statements or distribution of fictitious dividends.