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Confirmation Statement
I need a confirmation statement for an annual general meeting, detailing the resolutions passed, the reappointment of directors, and the approval of financial statements. The document should comply with Belgian corporate regulations and be ready for submission to the relevant authorities.
What is a Confirmation Statement?
A Confirmation Statement lets Belgian companies officially verify and update their business information with the Crossroads Bank for Enterprises (CBE). This annual filing confirms key details like your company's registered address, directors, shareholders, and principal business activities are accurate and current.
Belgian law requires all registered companies to submit this statement within 30 days of their incorporation anniversary. It helps maintain transparency in business operations and ensures public records stay reliable. While similar to the UK's confirmation statement, the Belgian version includes specific requirements under the Companies and Associations Code, with penalties for late or incorrect submissions.
When should you use a Confirmation Statement?
Submit your Confirmation Statement when your company reaches its annual incorporation anniversary in Belgium. This crucial update lets you confirm or modify your business details with the CBE, especially after changes to your registered address, directors, shareholders, or main business activities during the year.
Many companies file their statement alongside their annual accounts to streamline compliance. Preparing it early helps avoid last-minute rushes and potential fines. It's particularly important when seeking business loans, participating in public tenders, or entering commercial partnerships, as these partners often request recent CBE data verification.
What are the different types of Confirmation Statement?
- Annual Standard Statement: The basic version filed by most Belgian companies, covering core business details like registered address, directors, and shareholding structure.
- Simplified Statement: Used by small enterprises and sole traders, requiring fewer details but still maintaining essential information for the CBE.
- Extended Corporate Statement: Required for larger companies or groups, including additional information about subsidiaries and complex ownership structures.
- Sector-Specific Statement: Contains extra fields for regulated industries like finance or healthcare, meeting specific supervisory requirements.
- Amendment Statement: Filed outside the annual cycle when significant changes occur, updating specific sections rather than the full document.
Who should typically use a Confirmation Statement?
- Company Directors: Responsible for ensuring accurate information and timely submission of the Confirmation Statement to maintain corporate compliance.
- Legal Representatives: Often draft and review the statement, ensuring all required information aligns with Belgian corporate law.
- Company Secretaries: Gather and validate company information, manage submission deadlines, and maintain supporting documentation.
- Shareholders: Must be accurately listed in the statement, particularly when ownership changes occur during the year.
- CBE Officials: Review and process statements, maintain the public register, and ensure compliance with reporting requirements.
How do you write a Confirmation Statement?
- Company Details: Gather current registered address, business activities, and enterprise number from CBE records.
- Leadership Information: Update list of directors, managers, and their roles, including any changes during the year.
- Shareholding Structure: Compile accurate ownership information, including any transfers or new share issues.
- Supporting Documents: Collect board minutes and shareholder resolutions that confirm any reported changes.
- Verification Process: Review all information against company records and have relevant directors validate accuracy.
- Submission Timing: Mark your filing deadline and submit at least one week before to allow for corrections.
What should be included in a Confirmation Statement?
- Company Identification: Full legal name, enterprise number, and registered office address as recorded in the CBE.
- Business Activities: Current primary and secondary business activities with corresponding NACE codes.
- Management Structure: Complete list of directors, daily managers, and their official roles and powers.
- Share Capital: Details of share structure, including types, numbers, and ownership distribution.
- Branch Information: Details of any Belgian branches or establishments, if applicable.
- Declaration Section: Formal statement confirming accuracy, with authorized signatory details and date.
- Supporting Documentation: References to relevant board resolutions or changes during the reporting period.
What's the difference between a Confirmation Statement and a Certification Statement?
The Confirmation Statement is often confused with the Certification Statement, but they serve distinct purposes in Belgian business administration. While both involve formal declarations, their scope and timing differ significantly.
- Timing and Frequency: Confirmation Statements are annual requirements tied to your company's incorporation date, while Certification Statements are event-specific, issued when particular facts or conditions need verification.
- Content Scope: Confirmation Statements cover comprehensive company details including structure, ownership, and activities. Certification Statements focus on specific facts or circumstances, like financial status or regulatory compliance.
- Legal Purpose: Confirmation Statements maintain accurate public records with the CBE, while Certification Statements typically serve as evidence for third parties or regulatory bodies.
- Filing Requirements: Confirmation Statements must be filed with the CBE, whereas Certification Statements are usually provided directly to the requesting party.
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