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Audit - Luc CALLAERT - ACCAL

In Belgium, a statutory audit is a three year assignment stipulating that the auditor will verify and certify the financial statements on a yearly basis.

It’s mandatory for a company that is considered as “large” by the Company Law to appoint a statutory auditor.

A company is “large” when it exceeds at least two of the following criteria for two consecutive years:

Total assets > 4.500.000,00 EUR
Turnover     > 9.000.000,00 EUR
Employees  > 50

We perform audit work in various sectors. We have extensive experience in the following sectors:

• Service companies in the form of partnerships (Financial services, Law Firms, consulting companies)
• Wholesale companies (Sanitary, Construction, Petrochemicals, food ..)
• Manufacturing (Building materials, Metal, ..)
• Real estate companies (housing companies, pension funds)
• Logistics companies
• Governmental bodies

At moment of constitution of the company or when increasing capital, the contribution in capital that does not consist of cash is called contribution in kind.

If a company purchases an asset of a founder, a shareholder or member of the governing body with a value exceeding 10% of the paid-up capital, it’s called quasi contribution.

In both cases a certified auditor has to prepare a report on the non-cash contribution.

Examples of assets that can be contributed in kind: Business unit (at the conversion of a sole proprietorship to a limited liability partnership), Goodwill, land, buildings, current accounts, …

The bylaws and the legal form of an enterprise follow the evolution of the company itself. Therefore bylaws and legal form have sometimes to be changed.

The unlimited liability of companies such as an Ordinary Limited Partnership or a General Partnership can be stopped by conversion into a Limited Liability Company or a Public Liability Company.

Such amendment of the bylaws requires a statement of assets and liabilities that has been verified and certified by a certified auditor or accountant, affirming that no assets have been overstated and that the net assets of the company is at least equal to the minimum authorized capital of the proposed legal entity.

In order to use the resources of each company of the group in an effective way and to maximize synergies, the group has to be reorganized and restructured, often by merging several entities.

Scissions on the other hand are necessary when a company has two distinct activities and wants to develop them separately. Such scissions can also be considered in case of separation of tangible fixed from business activities.

The last 20 years our firm has issued hundreds of reports on mergers and scissions of national and international companies, including cross-border mergers of companies that are quoted on the stock exchange, and often in collaboration with notaries and international lawyers.

In the framework of an ISRS 4400 mandate, the work to be performed has to be clearly defined and limited in consultation with the client. Such reports are often used in very specific circumstances, such as litigation, certifications turnovers, etc.

When a company goes into voluntary liquidation, two procedures are possible.

– When shareholders wish to put the company into liquidation under section 184 of the Companies Code, the company will be dissolved and liquidated in one act on condition that the company has no longer any debts to third parties non-shareholder. A balance sheet shall be prepared by the board of directors within 3 months.

– The second procedure is the traditional liquidation where a shareholders appoints a liquidator after preparing an assets and liabilities statement certified by the auditor.

The valuation of an enterprise is not a simple task. As certified auditor we can assist you to promote your business, using and explaining several valuation methods generally recognized based on future financial results and budgeted figures.

We are licensed by the FAMHP for the valuation of pharmacies.

The acquisition of a business is a process that involves several steps, therefore it is important that you can appeal to a qualified and independent person during each step.

We offer advice on the acquisition and sale of businesses, and we will assist you in the selection of potential candidates and in determining a price. Our team has a lot of experience with “Due Diligence”.