The draft of a new bill submitted to the Belgian Chamber of Representatives on 13 January 2026 received far less attention than it deserves. Yet it addresses a phenomenon that has long frustrated both the authorities and bona fide economic actors: shell companies.
Behind its technical wording — extending the grounds for judicial dissolution of companies and accelerating the procedure — the text reflects a clear shift in approach: the tolerance long enjoyed by inactive, poorly managed, or structurally deficient companies may soon come to an end.
The current framework
Judicial dissolution is a measure by which the Enterprise Court brings a company’s existence to an end. Unlike a voluntary dissolution decided by the shareholders, this procedure is imposed by the court, generally at the request of the public prosecutor, an interested party, or following intervention by the Chamber for Companies in Difficulty. It may result either in the liquidation of the company under the supervision of a liquidator, or — in certain cases — in a dissolution without liquidation where the company is clearly empty or inactive.
The Belgian Code of Companies and Associations already provides several situations in which the Enterprise Court may order the dissolution of a company. The most well-known cases concern the failure to file annual accounts, the company’s administrative deregistration from the Crossroads Bank for Enterprises, or the lack of fundamental management skills on the part of its directors.
In practice, however, these mechanisms have lost part of their effectiveness. The abolition of basic management knowledge requirements in the three Regions, together with the gradual dismantling of access conditions for certain professions in Flanders, has made it more difficult to take action against artificial corporate structures.
As a result, the economic landscape now includes a considerable number of inactive companies whose continued existence is often unrelated to any genuine commercial activity. These structures sometimes distort competition, complicate administrative checks and, in certain cases, serve as vehicles for fraudulent operations.
Indeed, it is not uncommon to see companies survive for several years without any real activity, without filed accounts, and sometimes without an operational registered office. Some nevertheless continue to issue invoices, conclude contracts, or accumulate debts, even though their legal and financial situation has become largely opaque.
What is going to change?
The draft bill submitted on 13 January 2026 pursues a twofold objective: broadening the catalogue of grounds for judicial dissolution and speeding up the procedure.
Three new grounds for dissolution are being considered:
- Failure to pay the annual fixed company contribution;
- Deregistration of the company’s registered office address;
- Acting in breach of the company’s legal obligations. This concerns in particular breaches of (i) the Code of Companies and Associations, (ii) public policy rules, and (iii) the articles of association of the legal entity.
From a procedural standpoint, the proposal significantly simplifies the preliminary steps. At present, before the Chamber for Companies in Difficulty can intervene, two summonses thirty days apart — the second sent by judicial registered mail — must remain unanswered. The proposal abolishes this double formality, with the explicit aim of shortening delays and reducing the room for manoeuvre available to shell companies.
That said, dissolution would not become automatic. The court would retain the power to grant a remediation period, allowing the company to regularise its situation before an irreversible decision is rendered. This is an important safeguard: a company acting in good faith but facing administrative shortcomings must still be given the opportunity to correct its position.
The risks involved and what this means for companies
While acknowledging the relevance of combating shell companies, some experts believe that the expedited nature of judicial dissolutions could significantly facilitate certain types of fraud to the detriment of creditors, especially where dissolution is ordered without the appointment of a liquidator.
Moreover, this new regime may disproportionately affect small businesses. Many operate with minimal administrative management, sometimes without regular legal supervision. A missed filing, an outdated address, or articles of association that have not been updated may then become the trigger for proceedings with serious consequences.
To avoid potentially disastrous scenarios, legal entities will need to exercise increased vigilance. Have the annual accounts been filed on time? Has the annual fixed contribution been paid? Has the registered office address become outdated? And above all — a point too often overlooked — have the articles of association been brought into compliance with the new Code of Companies and Associations? The deadline was set for 31 December 2023, yet many companies have still not taken this step.
Under this new regime, the period during which a company could survive in a sort of administrative grey zone — inactive, poorly managed, legally outdated — is probably coming to an end.
The legal management of a company leaves no room for improvisation. Whether it concerns bringing articles of association into compliance, responding to a summons before the Chamber for Companies in Difficulty, defending a company before the Enterprise Court, or organising a controlled dissolution, Vanbelle Law Boutique assists its clients with a tailor-made approach combining legal rigour and in-depth knowledge of court practice.
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