Electronic filing for companies postponed

With the Royal Decree of 25 April 2014 (the "RD"), the government wishes to (at last) give private individuals the possibility to electronically file incorporation and amendment deeds of companies. Due to technical problems, however, the "electronic clerk's office" for companies is still not operational at the beginning of 2015, and so private individuals are still obliged to perform a physical filing. Only notaries public already had a possibility of electronic filing, for example for the deed of incorporation.

The RD wants to ease this administrative burden for private individuals by starting up an "electronic clerk's office" for companies. Firstly, the RD offers the possibility for private individuals to electronically communicate a first registration upon incorporation of a company or a later change of data. Secondly, private individuals can henceforth record deeds of amendment electronically. After filing, the deposited document should be registered with the Crossroads Bank for Enterprises, and published within a period of fifteen days. If one does file electronically, a version of the deed must be preserved at the company´s registered office. Finally, it is important to note that, when filing, a statement signed electronically by a third party must be joined which confirms that the original deeds and the filed electronic documents are in fact identical.

As mentioned, the electronic clerk's office is still in a testing phase and thus is not yet operational. The system’s inactivity is not the only unresolved problem, however. Given that the system is supposed to work via the identification of the electronic identity card, it is unclear e.g. whether lawyers and accountants, who often handle the drafting and filing of deeds of incorporation and amendment, may use this system as well.

It is unfortunate that the electronic clerk's office isn´t up and running yet, for such a system should reduce the administrative red tape that companies are forced to deal with.

For more information on this specific subject, please contact Wout De Cock (the author) or Gwen Bevers (the author & head of department)