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Compliance with Belgian accountancy law

Every diamond trader based in Belgium must comply with Belgian accountancy law, which contains specific rules and obligations. The accounting requirements that Belgian companies have to take into account are set out in the Belgian Economical Code (Wetboek Economisch Recht)[1] and in the Belgian Company Code (Wetboek Vennootschappen)[2].

 


1 http://economie.fgov.be/nl/binaries/Wetboek_van_economisch_recht_tcm325-232243.pdf

2 http://www.ejustice.just.fgov.be/cgi_loi/change_lg.pl?language=nl&la=N&cn=1999050769&table_name=wet

Filing annual accounts

The following company types have to file a set of annual accounts[1] with the Central Balance Sheet Office (Balanscentrale):

  • a public limited liability company (Naamloze Vennootschap or NV);
  • a partnership limited by shares;
  • a private limited liability company (Besloten Vennootschap met Beperkte Aansprakelijkheid or BVBA);
  • a co-operative limited liability company (Coöperatieve Vennootschap met Beperke Aansprakelijkheid or CVBA);
  • an economic interest grouping (EIG);

The following company types have to file a set of annual accounts if one of the associates is a legal person and the company is qualifield as a large company:

  • a general partnership with limited liability (Vennootschap onder Firma or VOF);
  • a general partnership with limited and unlimited associates (Gewone Commanditairre Vennootschap);
  • a co-operative partnership with unlimited liabilities (Coöperatieve Vennootschap met Onbeperkte Aansprakelijkheid or CVOA).

The annual account consists of a balance, an income statement and an explanation. Annual accounts must be filed with the Belgian National Bank within thirty days of their approval by the annual general meeting of shareholders and ultimately within 7 months after the closing of the financial year

The following company types/traders do not have to file annual accounts with the Central Balance Sheet Office:

  • sole traders;
  • small companies whose members have unlimited liability:

          - general partnerships with unlimited liability(VOF);

          - a general partnership with limited and unlimited associates (Gewone Commanditairre Vennootschap);

          - a co-operative partnership with unlimited liabilities (Coöperatieve Vennootschap met Onbeperkte Aansprakelijkheid or CVOA).

  • large companies whose members have unlimited liability, if none of the members is a legal entity.

For more information, please visit the website of the Accounting Standards Commission (http://www.cnc-cbn.be/nl).

 


[1] The accounts can be filed in € as well as in $.

Accounting records

Belgian companies are obliged to comply with and keep a full set of accounting records. They must file a summary of their financial accounts on an annual basis.

Every company is required to keep  accounting records that are  relative to the nature and the size of the company. As a general rule, companies are required to keep a full set of accounting records.[1] However, general partnerships with limited liability (Vennootschap onder Firma or VOF), ordinary limited partnerships (Gewone Commanditaire Vennootschap) or sole traders whose turnovers did not exceed 500.000 EUR in the previous financial year are allowed to keep simplified accounting records.[2]

 

There are detailed rules and regulations regarding the type of financial information, which these reports must contain.

For more information, please visit the website of the Accounting Standards Commission (http://www.cnc-cbn.be/nl) or contact an accountant (see our contact list of accountants).

 


[1] Artikel III.83 Wetboek Economisch Recht, BS 14 augustus 2013, 54348

[2] Artikel III.85 Wetboek Economisch Recht, BS 14 augustus 2013, 54348 (http://www.ejustice.just.fgov.be/cgi_loi/change_lg.pl?language=nl&la=N&cn=2013071732&table_name=wet): A full set of accounting implies that companies need to comply with a double-entry bookkeeping system. This system requires that every transaction is entered on the debit of an account and that a corresponding and opposite entry is made onto a different account. A simplified set of accounting records on the other hand only shows the claims, debts and actions.

Accounting in USD

As from July 2008, diamond companies are, under certain conditions, allowed to do their accounting in USD and even to have their annual accounts in USD.  This legal exception only applies to registered diamond traders who have received explicit permission from the FPS Economy[1].  In order to qualify for such permission, the following requirements have to be met:

1) the company only does transactions in USD and more then 90% of its accounting is in USD.

2) the company is a registered diamond trader who can benefit from the VAT exemption (see chapter on VAT)

3) the company capital is in USD

The Accounting Standards Commission[2] needs to be notified whenever a permission is granted.  Further supervision must be exercised by the company’s accountant and revisor.  

 


[1] http://economie.fgov.be/nl/binaries/attest_toestemming_usd_boekh_jaarrek_tcm325-98477.pdf

20 http://www.cnc-cbn.be/

Audit

Large companies[1] with share capital (public limited liability company, private limited liability company, co-operative limited liability company and ordinary limited partnership)  are required to appoint an auditor. Furthermore, an auditor also needs to be appointed in companies where the law requires an industrial council. Lastly, a company is required to have an industrial council when they employ 50 people or more.[2]

Companies who are not required to appoint an auditor can always choose to voluntary appoint one when necessary for shareholders, management, authorities and other stakeholders. An audit can help you to improve reliability of your annual accounts and other financial reporting.

The audit by a statutory auditor aims to:

  • Determine whether the accounts and annual accounts have been drawn up and presented according to all applicable legal stipulations and regulations;
  • Determine whether the annual accounts provide a true and fair overview of the capital, financial situation and results of the company;
  • Assess the administrative organisation and the internal audit procedures contained therein;
  • Certify and express an opinion concerning the faithfulness and completeness of the information given to the company board and shareholders.

If you wish to contact a recognised auditor for further information, please consult our list of contacts

 

 


[1] A company is considered to be a large company when the annual average personnel is over 50, the annual turnover is over 7.300.000 EUR (wiythout VAT), the total on the balance is no more than 3.650.000 EUR.

[2] Wet van 20 december 1948 houdende de organisatie van het bedrijfsleven, BS 17 september 1948, 7768.

International Standards on Auditing / diamond valuators

A cover note to the application of the International Standards on Auditing (ISAs) in the context of an audit of financial statements of companies active in the diamond sector was finalized in 2017. 

The cover note sets out issues that may be useful in the audit of the financial statements of large companies active in the diamond sector in accordance with the in Belgium applicable International Standards on Auditing (ISAs), which may be used by the statutory auditor in the diamond sector.

It is true that the list is not exhaustive and thus contains only a few specific (sample) questions.

For the sake of completeness, it is recalled that only ‘large’ companies (see Article 15 of the Belgian Companies Code) are required to appoint a statutory auditor for the audit of financial statements. Having regard to the relevant criteria, it can be concluded that as of today only around 400 diamond companies must fulfil this requirement.

The cover note does in no case substitute the application of the International Standards on Auditing (ISAs). More specifically, this note aims at clarifying the circumstances under which a statutory auditor may express either an unmodified opinion (unqualified or clean opinion) or a modified opinion (qualified opinion). However, it should be emphasised that the statutory auditor’s individual assessment and consideration of each particular situation (i.e. the so-called ‘professional judgment’) has to be considered at all times. 

In this context, AWDC (as the official representative of the Antwerp diamond sector), has taken a strategic initiative consisting of preparing a list of independent experts with experience in diamond measurement, who can be consulted by diamond companies and/or registered auditors (or other stakeholders) for stock measurement.

This list of independent experts, formulated by the AWDC can be consulted via the website www.icici.be . Contact details of the suggested experts can be found in the section "Contact list" - "Diamond Valuators". 

 

Disclaimer : the list of independent experts is not exhaustive and merely a suggestion on behalf of AWDC. AWDC cannot be held liable nor responsible for the performance of the experts. 

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Dorien Vandersanden

Legal Officer

Trisevgeni Stavropoulos

Head of Legal & Compliance