UBO formalities not followed? Deletion from CBE!
May 2024 - Based on the Act of 5 November 2023 containing various provisions on economy, as entered into force on 21 December 2023, since the end of 2023, the FPS Finance has a new ground for ex officio removal of a company from the CBE: non-compliance with UBO formalities.
The consequences are immediately visible: the General Administration of the Treasury of the FPS Finance has already deleted almost 21,000 ghost or dormant entities from the Crossroads Bank for Enterprises, mainly due to non-compliance with the legal obligations around the UBO register.
Before the entry into force of the aforementioned law, an entity could be struck off the Crossroads Bank for Enterprises ex officio based on the following grounds:
· the death of the founder-natural person, already at least six months ago according to the data of the national register;
· the closure of the liquidation of a legal entity, already pronounced at least three months ago;
· the closure of the bankruptcy of a legal entity, decided at least three months ago;
· failure to file annual accounts for at least three consecutive financial years; and
· companies not falling under point 4°, but meeting the following cumulative criteria:
o not having active capacities, activities or establishment units registered in the CBE for at least three years;
o are registered in the CBE with an active status;
o not having current admission or capacity applications, registered in the CBE;
o have not made any changes relating to enrolled data in the CBE since 7 years;
o have not carried out any publication other than that of the annual accounts, in the Annexes to the Belgian Official Gazette, for 7 years.
As this is a purely administrative deletion, the entity in question continues to exist legally. The entity thus retains its legal personality, including all rights and obligations. Nevertheless, the deletion has some important consequences:
· the activities, with which the company was registered, can no longer be carried out;
· the deletion is published in the Belgian Official Gazette, which may have a negative impact on the entity's activities and its relations with third parties, including credit institutions;
· legal actions brought by the entity are declared inadmissible ex officio.
Also good to know: the ex-officio removal for non-compliance with UBO formalities is not a definitive measure. As soon as an entity completes the necessary formalities in the UBO register, the CBE management department will withdraw the deletion as soon as the FPS Finance informs them that the situation has been regularised.
