Step 1 · The numbers
What the accounts actually show.
What we do, in detail
Management consultancy, the two-month clock, distributions, and board discipline.
Program 01 · Where you stand
Management consultancy
Most advice given to a struggling business is given before anyone has established where it actually stands, which is how companies end up restructuring the wrong thing. We look at the position on both tests the law cares about, the balance sheet and the twelve-month cash horizon, and write down what we find including the parts nobody wants to read. It is commercial advice, not legal or accounting advice, and we will say when a question belongs with your lawyer.
Step 2 · The cash
Twelve months out, honestly.
Step 3 · The trigger
Whether either test is met.
Step 4 · The options
Including the unwelcome ones.
Step 1 · The date
When it was, or should have been, seen.
Step 2 · The meeting
Convened inside two months.
Step 3 · The report
Reasoned, not a formality.
Step 4 · The record
Minuted so it can be shown.
Program 02 · It starts early
The two-month clock
The clock runs from when the situation was established or ought to have been established, which means it can already be running while nobody has noticed. Within two months the board must convene the general meeting and put a reasoned special report to it, proposing dissolution or measures to restore the position. Miss it and damage suffered by third parties is presumed to flow from the failure, so the director is disproving causation rather than the claimant proving it.
Program 03 · Two tests again
Distributions
A Belgian limited liability company no longer has capital in the old sense, and a distribution has to pass two cumulative tests: net assets, and whether the company will still be able to pay its debts as they fall due over at least the following twelve months. Directors are jointly and severally liable for a distribution made in breach of the liquidity test. It is one of the few places in company law where getting it wrong reaches a director's own pocket directly.
Step 1 · The proposal
What is to be distributed.
Step 2 · Net assets
The first test, applied.
Step 3 · Liquidity
Twelve months, written down.
Step 4 · The record
Kept, because it may be asked for.
Step 1 · Declare
Before the deliberation, not after.
Step 2 · Record
In the minutes, with reasons.
Step 3 · Abstain
No part in deliberation or vote.
Step 4 · Retain
So it can be produced later.
Program 04 · Especially alone
Board discipline
A director with a conflicting financial interest must say so before the deliberation, have it recorded, and stay out of the vote. And the liability cap in the Code is narrower than people assume: it does not apply to repeated minor fault, serious fault, fraudulent intent, or certain tax and social security debts. Where there is a single director, no colleague is going to catch the missed step, so the discipline has to be deliberate rather than social.
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