Impact du code des sociétés et associations sur les missions du réviseur d'entreprises

Abstract

The new Belgian Code of companies and associations came into force on 1 May 2019. Some of our country's legal texts had become obsolete, an in-depth reform of Belgian company law was necessary. Hereafter, companies and associations are governed by a single Code. This reform has three main guidelines : a simplification of company law, an increased flexibility for companies and a compliance with European directives. With these objectives, the legislator intends Belgium to become a more attractive country for companies. This reform has an impact on the entire Belgian business world but also on the professionals, like auditors. Auditors are concerned because of the new Code has an impact on their missions. Some of them are abolished, notably the review of quasi-contributions ; others are added. The intervention of an auditor is now required for various financial operations. In these new cases, his mission is to evaluate financial and accounting data to ensure the shareholders are appropriately informed of these operations. The contribution in industry is now allowed in a private limited company. This contribution, which is a contribution in kind, also requires the intervention of an auditor. The obligation for all private limited companies to carry out a net assets and a liquidity tests for each cash distribution. This double test has been introduced due to the abolition of the concept of capital for this form of company. When an auditor is appointed, he has now to assess the active and passive situation as well as the financial and accounting data which are included in the reports of the board of directors. The findings demonstrate that the auditors panel expressed reserves on some aspects of the new Code. They consider there is no justification for abolishing the audit in the case of a quasicontribution. Moreover, the complexity of the valuation and the tax and accounting uncertainties will not encourage the use of contribution in industry. Finally, they think the obligation of the double test should also be extended to public limited companies. The auditors are expecting legislative changes.