Quiet is not the same as finished

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Why a holding company is mostly a calendar

A holding company does almost nothing visible, which makes it unusually easy to forget. That is the entire risk. Belgian company law attaches its filing obligations to the existence of the company rather than to its level of activity, so a structure that trades nothing, employs nobody and issues no invoices carries the same annual timetable as a busy operating business. Annual accounts must be prepared, submitted to the general meeting for approval within six months of the close of the financial year, and filed with the National Bank of Belgium within thirty days of that approval and in any event within seven months of the year end. There is no exemption for inactivity, and the familiar phrase dormant company has no legal effect at all.

Missing those dates has three separate consequences, of increasing severity. The first is financial: surcharges apply to a late filing and grow with the length of the delay, so the cost of having forgotten keeps rising while nobody notices. The second is evidential and is the one almost never mentioned in practice: damage suffered by third parties is presumed to result from a failure to file the annual accounts. In any later dispute that reverses the ordinary position, leaving those responsible for the company to disprove causation rather than a claimant to establish it. The third is terminal. A company which has not filed for three consecutive financial years may be dissolved by judicial decision on the application of any interested party or of the public prosecutor, and three years is not long in a structure where nothing appears to be happening.

Around that core sit the smaller annual duties that continue just as indifferently. The beneficial ownership entry has to be kept adequate, accurate and current, supported by documents, and confirmed at least once a year even when nothing has changed. The annual company contribution falls due. Directors remain self-employed persons affiliated to a social insurance fund. None of it is demanding and all of it depends on somebody keeping a calendar, which is why a holding company is best understood as a set of fixed dates rather than as a business. Everything else about this one is stated narrowly and deliberately: participations held on our own account with our own capital, no money managed for anyone else, no nominee arrangements, no formations or domiciliation for third parties, and no advice given on anyone else's filings.