ESAIN – European Alliance for Social Innovation

Dissolving an ASBL Responsibly and With Confidence

When a civil society organisation reaches the end of its lifecycle, the final chapter can be just as complex as the first. Winding down an association in Belgium involves navigating company law, VAT obligations, accounting requirements, and asset allocation rules – all at once, and often with no in-house legal expertise to rely on. The European Alliance for Social Innovation (EASIN) was connected with Dentons’ Brussels office to ensure that closure happened responsibly, correctly, and with full legal confidence.

About EASIN – European Alliance for Social Innovation

EASIN was established to build a pan-European network in support of social innovation. By bringing together practitioners, policymakers, and experts, the organisation sought to co-develop solutions to some of Europe’s most pressing societal challenges – from unemployment and social exclusion to educational inequalities.

Its activities spanned policy and participatory research, capacity-building for European and national stakeholders, outreach events including policy co-creation forums and webinars, and networking initiatives aimed at building a skilled and resilient Europe. Like many mission-driven associations, EASIN operated at the intersection of civil society and EU strategic priorities – focusing on education, democracy, social inclusion, and a fairer economy.

When it came time to dissolve the organisation, EASIN’s leadership needed structured legal guidance to navigate a process they had never faced before.

The Legal Challenge: Dissolving a Belgian ASBL

Dissolving a non-profit association (ASBL/VZW) under Belgian law is not a straightforward administrative exercise. For EASIN, the key questions were both procedural and substantive:

  • How should the General Assembly formally resolve the dissolution?
  • Could EASIN qualify for a simplified turbo-liquidation – combining dissolution and liquidation in a single deed, without appointing liquidators?
  • What accounting documentation was required, given that the association had never engaged in commercial activity?
  • How should EASIN respond to queries from the Belgian VAT authority?
  • What obligations applied to surplus assets and to the long-term storage of books and records?

Each of these questions carried real legal and financial consequences. An error in any one area could have delayed the closure, created unexpected liabilities, or exposed the organisation’s directors to risk.

How Dentons Stepped In

EASIN was connected with partner Laurens Engelen and senior associate Richard Liu at Dentons’ Brussels office. The Dentons team engaged thoroughly with EASIN’s situation – treating the case, as the beneficiary noted, with the same level of professionalism and care they would extend to any paying client.

The scope of Dentons’ support covered the full arc of the dissolution process:

Structuring the legal pathway. Dentons confirmed that EASIN could proceed via voluntary dissolution, resolved by the General Assembly without notarial intervention. They identified that, as a small non-profit, EASIN was exempt from the more burdensome reporting requirements under the Belgian Code on Companies and Associations – specifically, the preparation of a special board report and an audited statement of assets and liabilities typically required under Article 2:135. 

Citing guidance from the Belgian Information Centre of Company Auditors (ICCI), Dentons clarified that while a simplified process was available, an independent accountant would still need to confirm the absence of outstanding debts.

Preparing closure documentation. The team drafted the convening notice and General Assembly minutes required to formally resolve the dissolution – ensuring the legal record was complete and accurate.

Advising on annual accounts. Dissolution triggers the closure of the financial year under Belgian law. Dentons clarified that EASIN’s board would need to draw up a balance sheet, profit-and-loss statement, and explanatory note as of the dissolution date, and worked with the organisation to ensure the accountant was briefed appropriately.

Guiding asset allocation. Belgian law requires that any surplus assets following dissolution be transferred to an organisation with a similarly disinterested purpose. Dentons advised on how and when this determination should be made – ideally at the General Assembly itself, once the annual accounts were in place.

Reviewing the VAT response. EASIN had received a query from Belgian VAT authorities regarding its registration status. Dentons reviewed the draft response, confirmed it was well-reasoned, and advised that EASIN’s exemption under Article 44 of the Belgian VAT Code was clearly applicable, given that no economic activity had ever taken place. They also recommended submitting supporting accounting information to substantiate that position.

Handling urgent follow-up questions. Throughout the process, the Dentons team remained available for incoming issues, responding to time-sensitive questions as they arose and ensuring EASIN’s team never felt alone in navigating the process.

The Impact: Legal Clarity for a Responsible Closure

For EASIN’s leadership, the collaboration with Dentons transformed what had been a legally uncertain and administratively opaque process into a structured, manageable one.

“Dentons’ pro bono support gave us the legal clarity and confidence we needed to close EASIN’s operations responsibly.” noted EASIN co-founder Vasiliki Katsikerou. “The team treated our case with great care and professionalism, helping us prepare the necessary materials and identify issues we would not have been able to spot on our own.” 

Among the concrete outcomes of the collaboration:

  • Preparation of legally sound closure documentation (convening notice and General Assembly minutes)
  • Clarification of the documents required from the accountant, including the debt-free confirmation
  • Review and improvement of EASIN’s response to the VAT authority
  • Identification of inconsistencies in materials that could have caused problems downstream
  • Guidance on asset allocation obligations and record-keeping requirements
  • Responsive support for urgent questions throughout the closure process

The result: EASIN was able to move forward with confidence, knowing that its closure had been handled with the same rigour and care it had brought to its creation.

Pro Bono Legal Support for Civil Society: Why It Matters

Dissolution may feel like an ending, but how an organisation closes matters – for its members, its creditors, its beneficiaries, and the broader ecosystem it was part of. Errors in the process can create lasting problems; a well-managed closure, by contrast, honours the organisation’s history and protects everyone involved.

For civil society organisations without in-house legal counsel, access to expert guidance during this process is often out of reach. Pro Publico exists to bridge that gap – connecting CSOs and nonprofits with law firms like Dentons that are willing to offer their expertise pro bono.

If your organisation is facing a legal challenge – whether it is just getting started, navigating a regulatory question, or closing responsibly

Thanks to  @Laurens Engelen, @Richard Liu @Dentons, @Francesco Zatelli, @ProPublico 

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