Dissolution and liquidation

Editorial translation of the French page and its dated sources. Legal excerpts are informal translations, not official versions. References and historical figures do not constitute an update of the applicable law.

A project can run out of momentum, or its finances may no longer balance. These are possible reasons to consider bringing the association to an end.

Article 2:109, Code (2019), informal translation: an ASBL or AISBL is dissolved by a decision of the general meeting, by operation of law following an event specified by law or the articles, or by a court decision.

The general meeting may vote for dissolution. The procedure depends in particular on whether the association must appoint a statutory auditor.

Article 2:110, Code (2019), informal translation of the excerpt: an ASBL may be dissolved at any time by a general-meeting decision under the same conditions as an amendment to its object or disinterested purpose. Where a statutory auditor is required under article 3:47 §6, the governing body must prepare a report on the dissolution proposal.

Dissolution can also result from an inability to fulfil commitments, diversion from the association’s purpose or serious shortcomings.

Article 2:113 §1, Code (2019), informal translation: at the request of a member, an interested third party or the public prosecutor, the court may dissolve an association that cannot meet its commitments; uses assets or income for a different purpose; breaches the prohibition on financial benefits, the Code, public policy or seriously breaches its articles; fails to file annual accounts unless the missing accounts are filed before the close of proceedings; or has fewer than two members.

Liquidation

A dissolution decision is not the end of the process. The association enters liquidation and must identify itself as an association in liquidation on its documents.

Article 2:115 §1, Code (2019), informal translation: after dissolution, the association or foundation is deemed to continue to exist for the purposes of liquidation. All documents it issues must state that it is in liquidation.

In a judicial dissolution, the court may appoint liquidators.

Article 2:118, Code (2019), informal translation of the excerpt: liquidation is carried out by one or more liquidators. Except in judicial dissolution or where the articles provide otherwise, the ASBL’s liquidators are appointed by a simple majority of the general meeting.

After settling liabilities, the remaining assets may serve a similar purpose through another association. Members and directors cannot take the surplus for themselves.

Article 2:132, Code (2019), informal translation: the liquidation surplus cannot be distributed directly or indirectly to members or directors. If the articles do not determine its destination, the general meeting of the ASBL, or the body designated by an AISBL’s articles, decides. In the absence of such a decision, liquidators allocate it as closely as possible to the purpose for which the association was established.

The dissolution and liquidation decisions must also be filed for publication. Closing an association is a delicate stage; the links section lists advisory organisations.

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