Knokke-Heist · Holding company since 2018

Dormant is not
the same asexempt.

A company with no trading activity still files accounts within seven months, still confirms its beneficial ownership entry each year, and still owes the annual contribution. Three consecutive years of not filing can end in judicial dissolution.

  • 2018formed in
  • 6months to approve
  • 7months to file
  • 3years, then court
EVERY YEAR · WHAT FALLS DUE Four fixed dates 50 % complete Approved within six months Filed within seven Ownership confirmed Contribution paid First conversation Free, no obligation Next step « We reply within 2 business days »
What we do

Four things, all unglamorous

A holding company is mostly a set of dates. Missing them is the only way it generates a problem.

How it works

How we work

Close the year, prepare the accounts properly, put them to the general meeting inside six months, file inside seven, confirm the beneficial ownership entry annually, and treat a quiet year as exactly as demanding as a busy one.

Hold on our own account

Our capital, our purposes, nobody else's money.

Accounts approved in six months

By the general meeting, as required.

Filed within seven months

Thirty days after approval, at the latest.

Confirmed and paid

Ownership entry annually, contribution when due.

Working together

How we are organised

A holding company has no price list. Any amounts stated anywhere on this site would be in euro. What follows is what the company does, and does not, do.

Participations

Interests held with our own capital.

  • Held on our own account
  • No third-party money
  • No pooled investment
  • Long-term rather than traded
  • Records kept properly
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What we will not do

The requests a holding company attracts.

  • No nominee shareholdings
  • No nominee directorships
  • No company formation for others
  • No domiciliation services
  • No investment services
Read why

Every engagement is quoted after a free consultation. No subscription.

A typical week Mon Close Tue Prepare Wed Approve Thu File Fri Confirm
How we work

There is no such thing as a dormant company

PAULENCO SRL was created on 11 September 2018 and is registered with the Crossroads Bank for Enterprises under number 0703.899.603, with its registered office at 59 Sparrendreef in Knokke-Heist, West Flanders. Its sole registered activity is that of a holding company, holding participations on its own account.

The expression dormant company has no legal meaning in Belgium, and believing otherwise is how perfectly solvent structures end up in court. A company that trades nothing and employs nobody still has to prepare annual accounts, submit them to the general meeting within six months of its year end, and file them with the National Bank within thirty days of approval and in any event within seven months of the close. Filing late brings surcharges that grow with the delay. Beyond the money, there is an evidential consequence that almost nobody mentions: damage suffered by third parties is presumed to result from a failure to file, which means a dispute begins with the burden pointing at those responsible for the company rather than at the person complaining. And a company which has not filed for three consecutive financial years can be dissolved by judicial decision on the application of any interested party or the public prosecutor. The beneficial ownership entry still has to be kept current and confirmed every year, the annual company contribution still falls due, and directors remain affiliated as self-employed persons. A quiet company is not an exempt one. It is one nobody is watching.

See how we work

Frequently asked

The questions we get most

Does a company with no activity still have to file accounts?

Yes, on exactly the same timetable as one that trades. Annual accounts must be submitted to the general meeting within six months of the financial year end, and filed with the National Bank within thirty days of approval and at the latest seven months after the close. There is no exemption based on the absence of activity, and there is no legal category called a dormant company. The phrase describes a habit, not a status.

What happens if the accounts are filed late?

Surcharges apply and they increase with the length of the delay, so the cost of forgetting rises the longer it goes unnoticed. The more serious consequence is evidential: damage suffered by third parties is presumed to result from the failure to file. In a dispute that means the people responsible for the company are disproving causation rather than a claimant proving it, which is a materially worse position to start from.

Can a company really be dissolved for not filing?

Yes. A company which has failed to file its annual accounts for three consecutive financial years can be dissolved by judicial decision, on the application of any interested party or of the public prosecutor. It is not a theoretical provision, and three years passes quickly in a structure where nothing appears to be happening and nobody is prompting anyone. That is precisely the profile of company it tends to reach.

What else falls due every year even when nothing happens?

The beneficial ownership entry has to be kept adequate, accurate and current, with supporting documents, and confirmed at least annually even where nothing has changed. The annual company contribution falls due. Directors are self-employed persons and remain affiliated to a social insurance fund on that basis. Each of those is small on its own, and each of them continues regardless of whether the company has done anything at all.

Are you an investment firm?

No. We hold participations on our own account with our own capital. We do not manage money for anyone else, do not provide investment services or advice, do not solicit funds from the public and hold no authorisation from the Financial Services and Markets Authority. Nothing on this site is an offer, invitation or inducement to invest, and no financial return of any kind is forecast or promised.

Will you hold shares or a directorship on someone's behalf?

No. We do not act as nominee shareholder or nominee director for anyone, we do not form companies, provide domiciliation or supply corporate secretarial services to third parties, and we provide no arrangement whose purpose or effect is to obscure who ultimately owns or controls something. Enquiries of that kind are declined rather than discussed, and the beneficial ownership register exists precisely to make such arrangements visible.

Something to discuss?

A first conversation, with no obligation.