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Charleroi

+32 (0) 71 70 08 44
charleroi@audicia.be

Genappe

+32 (0) 67 28 74 71
genappe@audicia.be

One-off assigments

In parallel with his role as statutory auditor, the statutory auditor may intervene punctually during situations provided by the Companies Code.

Types of one-off missions provided by us:

  • Setting-up of a company and increase of capital by contribution in kind,
  • Quasi-contribution,
  • Transformation of legal form society,
  • Distribution of interim dividends,
  • Liquidation
  • Merger and split of companies.
Missions ponctuelles

When creating or increasing the capital of a company, the founders can bring goods in kind (buildings, customer or patient, machinery, equipment, inventory, receivables ...). Unlike cash contributions, contributions in kind need to be valued. This evaluation is carried out by the founders or the management body. Our mission is to ensure that the value of the contributions is not overvalued. The purpose of control by the auditor is to protect other shareholders and especially creditors. Our role is to prevent a fictitious social capital; undervaluation of the contribution in kind, if any, is not an issue.

The report on contributions in kind must be prior to the formation of the company or its capital increase. It must describe the inputs, the evaluation methods adopted by the founders or the management body. It also must decide on the absence of overvaluation of the contributions, if any.

A quasi-contribution is a sale of property belonging to a founder, a shareholder or a manager / director. It takes place at a post-formation sale. The quasi-contribution has been put in place in order to avoid the circumvention of the procedure of contribution in kind to the constitution. We are talking here about a contribution in cash followed by the sale of goods belonging in particular to a partner and allowing him to recover his contribution in cash.

Quasi-contribution occurs within two years of the formation of a company. The sale price must be greater than 10% of the subscribed capital (the counter-value). If an asset is burduned with to a debt, it is the asset price that must be taken into consideration to verify that the quasi-contribution procedure applies. The debt recovery is a modality of remuneration with the balance of the difference.
Compensation of the quasi-contribution consists of a sum of money where it consists of shares in the case of contribution in kind.

The auditor reviews the valuation of the property whose acquisition is envisaged, as in the case of the contribution in kind, he must identify the possible overvaluations of the disposals. He is also responsible for the description of the property sold. This task is even more important in the absence of a notarial deed.

The conversion of the legal form for a company is the adoption of a new legal form without the creation of a new legal person. It must be understood that transformation does not require the liquidation of the original company and the creation of a new one.

In case of a legal form transformation of a company and in any form, an auditor must control a financial situation dating back no more than 3 months established by the management body. Its role is to seek a possible overvaluation of the net assets (shareholders' equity) and / or a negative difference of this net asset with the share capital that the transformed company displays vis-à-vis third parties. Our mission is to protect creditors.

The dissolution and liquidation of a company are not instantaneous, they are two separate steps. These transactions are decided by the general meetings of shareholders in attendance of a notary.

Prior to the first Extraordinary General Meeting, the Management shall draw up a special report on the dissolution proposal to which is attached an active and passive situation of the company in attendance of dating back no more than 3 months old to the date of the notarial deed. This situation is subject to review and report by the auditor.

This situation is established under discontinuity assumptions: the establishment costs are fully amortized, the carrying amounts are reduced to their probable liquidation values and provisions must be recognized to cover the expenses resulting from the cessation of activities. The auditor must decide on the complete, faithful and correct nature of the balance sheet.

The statutory auditor aims to protect the associates.

The general meeting appoints a liquidator, often the manager or a director, who will be confirmed by the Commercial Court.

The role of the liquidator is to liquidate the assets of the business, which means turning the assets into cash by way of sale or collection, in order to clear the liabilities.

Dissolution and liquidation in a single act, namely with the immediate close of liquidation, is possible when all debts to third parties have been reimbursed or the necessary funds have been deposited. Shareholders debts (advances provided, current account credit, etc.) are not taken into account.

The merger is the result of one or more companies wishing to transfer their assets (assets and liabilities) to an existing company or to a new company that they create. The merger operation can be carried out between companies of different form. On the other hand, during a splitting the assets and liabilities of a company are shared between different companies.

The auditor is responsible for assessing the merger or split transaction by verifying the valuation criteria used by the companies. Its role is therefore to verify whether the exchange ratio of the shares is reasonable or not.

In the event of a merger or a split, the report of the statutory auditor requires a good mastering of all the valuation techniques.

This technique reserved for limited companies makes it possible to distribute dividends to shareholders before the end of the current financial year. But this operation can be done only under certain conditions described in company code. For example, the dividend can only be deducted from the current year's earnings and the retained earnings.

The decision to distribute an interim dividend is a prerogative of the Board of Directors which must be provided for in the articles of the distributing company.

The auditor checks the intermediate situation established according to the scheme of the annual accounts with a view to the distribution of the interim dividend. This control is legally binding only if a statutory auditor is appointed.

The auditor's report is made public on a deferred basis when it is attached to the auditor's report presented to the ordinary general meeting.

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