As from 1 December 2023, the following certificates will have to be submitted to the notary to allow him to attest the legality of the transaction in the context of cross-border mergers, demergers and conversions:
- a certificate issued by the Federal Public Service Finance showing whether or not the company still has tax or non-tax debts the collection and recovery of which falls within the competence of the Federal Public Service Finance (such as overdue VAT or debts relating to administrative fines or fees);
- a certificate issued by the social security collection agencies showing whether or not there are still social security contributions, contribution surcharges and interest on arrears owed by the company or social security contributions owed by the company for self-employed persons that have been the subject of an enforceable title or seizure.
The aforementioned certificates can be requested online from the relevant government agencies. The certificates may not be older than 30 days when they are delivered to the notary.
These certificates are an additional tool for the notary to verify that there are no unlawful or fraudulent intentions associated with the cross-border transaction. If this is the case, the cross-border transaction cannot take effect.
Feel free to contact the experts of Quorum with questions on this topic.