Tax Debts Of A Shell Company In Belgium: Potential Liability Of Tax Advisors And Shareholders


(Originally published on June 14, 2011)

In previous issues of this newsletter, we focused on the role of the banking and financial sector in the financial crisis. In this issue of bTTP, we would like to draw your attention to some recent developments in the field of liability, in particular the liability of auditors and legal advisors.

Sophie Jacmain discusses the liability of auditors in the performance of four main types of duties: general statutory duties (such as the duty to audit corporate financial statements and issue an opinion on these statements), specific statutory duties, contractual duties and, finally, judicial assignments. Sophie will share with you some insights from her practice.

A number of cases on the liability of tax advisors and shareholders for unpaid taxes have received national press coverage. Benoît Malvaux and Kurt Demeyere summarise the state of affairs on issues such as the liability of a shell company's shareholders for its tax debts upon the sale of the company, selected cases involving the liability of Big Four accounting firms and law firms over the past year, the May 2009 report of the Anti-fraud Committee, and a recent decision of the Belgian Constitutional Court on the liability of tax advisors.

IP rights are increasingly important to companies. The proper valuation and audit of IP rights are thus worthy of close attention. Philippe Péters and Pierre-Yves Thoumsin list some key issues to keep in mind when auditing a company's IP portfolio, such as securing ownership of IP rights, timely registration and payment of maintenance or renewal fees, and notification of assignments/licences to the competent IP offices.

Elke Janssens describes the role of the audit committee and auditor in listed companies. The company's audit committee and auditor work closely together. Over the last few years, however, an abundance of new legislation has increased auditors' potential liability.

Finally, we would like to take this opportunity to mention a special Benelux task force which we've set up to assist audit and other firms with these types of matters. The Belgian members of this team - Elke Janssens, Benoît Malvaux, Sophie Jacmain and Kurt Demeyere - would be pleased to answer any questions you might have. Do not hesitate to let us know if you would like to receive updates on the task force's activities.

Changes to the tax deduction possibilities for Belgian corporate taxpayers (nd foreign corporate taxpayers with a...

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