BELGIUM Law and Practice Contributed by: Pieter Puelinckx, Yves Moreau, Donald Krols and Astrid Laga, Linklaters
5.5 Applicable Governance Requirements
director” ) or a third party. Listed companies are subject to additional governance obligations. Finally, investment entities such as SREIFs that meet the criteria specified by law might be required to appoint a licensed manager (with the necessary approvals from the financial services and market regulator) tasked with fulfilling the obligations laid out in the legislation governing alternative investment funds. 5.6 Annual Entity Maintenance and Accounting Compliance The expenses associated with accounting com - pliance can vary significantly, depending on sev - eral factors, including the specific legal struc - ture chosen for holding property, the volume of assets held by such entity and the nature and quantity of agreements in force with respect to these assets (for example, leases, maintenance contracts, etc). Accounting obligations entail, among others, the filing of yearly financial state - ments (which must be approved by the general meeting of the shareholders). Additionally, if the entity meets the criteria for having to appoint a statutory auditor (or decides to opt-in for the appointment of such auditor), a specific annual report on the annual accounts will be prepared by them annually. The fees for these accounting services, including those for external accountants and company audi - tors, are generally in the range of EUR20,000 to EUR40,000. With respect to SREIFs, an annual financial report must be drafted by the SREIF and com - municated to its shareholders, which must include the statutory accounts, a table detail - ing the cash-flow flux, the statutory auditor’s reports as well as various mandatory analysis with respect to the accounts and operations.
The governing body of public limited liability companies may be structured in one of the fol - lowing ways: • a single director, who can be made jointly liable for the company’s commitments; • a board of directors, composed of at least three members (or two if the company has fewer than three shareholders); and • a dual-board system featuring a management board overseen by a supervisory board. Private limited liability companies are character - ised by greater flexibility in their management structure, which can include: • a lone director; • multiple directors with either individual or col - lective full decision-making authority; or • a board of directors. The Belgian Code of Companies and Associa - tions does not prescribe detailed rules for man - aging limited partnerships, but limited partners may not be involved in the management of the limited partnership. The directors are generally entrusted with most of the decision-making responsibilities, except for certain powers reserved by law for the shareholders’ meeting (eg, ratifying the annual accounts and making decisions regarding share capital and corporate restructuring activities). Directors can usually be either individuals or legal entities (with a natural person permanent representative). The day-to-day management can be delegated by the directors to either a director (a “delegated
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