Company Registration in Belgium

Belgium is a country at the heart of Europe, one that offers a favorable business environment and excellent connectivity to surrounding markets.

Foreign investors are welcomed and treated the same was as local ones and businesses are encouraged through a series of R&D incentives, innovation income incentives and the hiring of expatriate employees.

 

  1. Open a Belgian Company

 

Company incorporation in Belgium is a simple process that involves a few key steps. These are outlined below by our team of company formation agents and described in more detail in this article.

  • Investors interested in company formation in Belgium should consider these stages:

 

  1. choose a type of company: this is done by selecting a business form suited to the size of the future business and the available share capital.
  2. open a bank account: all companies in Belgium are required to have a corporate bank account.
  3. draw up the Articles of Association: these are the mandatory constitutive documents of the company; the incorporation deed is submitted for execution in front of a public notary in Belgium;
  4.  register with the Crossroad Bank for Enterprises: the company founders submit all of the required documents with the Belgian Company Registry; once the company number is issued, it will also function as the VAT number.

 

These steps are similar to those necessary when you start a business in Netherlands, where you may also need the advice of a lawyer, or in other countries in Europe.

Investors can seek personalized help in order to open a business in Belgium and, what’s more, they can use our tax calculator as a first step when trying to determine the amount of taxes payable by their future business in the country.

Foreign or local investors willing to incorporate a company in Belgium must be aware that the regulations of the Belgian Commercial Code must be followed. According to this Code, the main Belgian legal entities are companies or partnerships.

             

  • Types of Legal Entities in Belgium

 

  1. The BVBA/SPRL: private limited liability company (société prive à responsabilité limitée), is a preferred business form in Belgium and one that is designed for small and medium businesses as well as family businesses. The Belgian BVBA is incorporated by associates who will be liable up to the extent of the invested capital. This business form can also be set up by only one shareholder and director and when this is the case, it is called a SPRLU/EVBA. at least one shareholder who can also act as the director. The shares of this type of company are registered shares that have restricted transferability.

 

  1. The SA/NV: public limited company (société anonime) in Belgium can be formed by at least two shareholders liable to the extent of their contribution to the capital with a minimum share capital of 61500 EUR divided into no minimal value shares. The capital is composed of transferable shares which can be registered at the Stock Market. The management of this type of company is assured by a board of directors that must be composed of at least 2 directors.

 

  1. Limited Cooperative: Another, less frequently used business form that can be incorporated in Belgium is the limited cooperative (societe cooperative a responsabilite limitee) which can be incorporated in Belgium by at least three individuals or corporate bodies with a minimum share capital of 18.500 EUR. A decrease or increase in the capital of a member in an SCRL is permitted during the first six months of the fiscal year. 

 

In general, when the individuals or the corporate bodies don’t have the possibility to deposit a minimum share capital, they are advised to open a partnership. The partnership can take one of the following forms: The Belgian general partnership, the Belgian limited partnerships and the partnerships limited by shares in Belgium.        

The individuals can join under the same name with the same economic purposes in a Belgian general partnership (société en nom collectiff). The partners in this type have unlimited liability and all can make all the business-related decisions. For example, the unanimous votes are necessary in case the articles of association are changed. There is no mandatory minimum share capital for this type of legal entity and in case of liquidation, the personal assets of the partners can be claimed.

 

In case of a Belgian limited partnership (société en commandite simple), there are two types of partners: active partners (fully liable for the company’s actions and keeping all the decisional power) and another partner that is called a silent one (with liability limited by the contribution to the partnership’s capital). No minimal share capital is requested at registration just as in the case of the general partnership but the personal assets of the silent partners are not affected by the liquidation procedures

  1. The Belgian partnership limited by shares (société en commandite par actions) it’s a partnership that requires a minimum capital upon incorporation of 61.500 EUR. What is different in this case is that the partnership limited by shares is formed by partners (with full liability) and shareholders, with liability limited by the value of the subscribed shares. The management is assured by one of the members with unlimited liability, which has veto powers granted by law. The shares of this type of business are transferable to a third party.

 

The foreign entities are invited to form branches or representative offices in Belgium, very convenient especially when trying to decide if it’s advantageous to open a legal entity in Belgium or not. Although a representative office may not engage in any commercial activity, Belgian branches can perform certain operations under the strict control of the foreign parent companies.

 

  • The company incorporation procedure in Belgium

 

Company incorporation in Belgium should take approximately one week when all the documents are duly prepared and all the needed translations are also provided by the investor (the translations must be in French or in Dutch). Each new business entity in Belgium must have a registered office in a city of choice. An alternative is to work via a virtual office, which also offers the physical address needed for registration purposes but implies different costs for investors.

In certain cases, the company registration in Belgium can be performed by a legal representative appointed by a power of attorney but he/she is not allowed to open a corporate bank account. This step must be completed by the shareholder who will also be named the account holder.

In the first phase, the entity must deposit at least 20% of the initial capital with a Belgian credit institution and which will deliver a standard certification confirming that the amount is held in a blocked “capital” account. After that, a financial plan must be deposit with the notary, the deed of incorporation and the by-laws must be signed in the presence of a notary, who will authenticate these documents and register the incorporation deed.

Unlike other countries like Cyprus, where company registration takes at least two weeks, the registration of a Belgian company at the centralized company office (guichet-entreprises / ondernemingsloket) will only last up to a week. Then the incorporation documents will be delivered to the Register of Legal Entities, the tax authorities, and the social services in order to obtain the  VAT, the social security and a unique company number.

After the company registration in Belgium is complete, employees are needed in order to start the activity. The Belgian employees are highly trained and companies looking to recruit can find candidates on job websites or at recruitment agencies. This way, they will hire the best-suited personnel for the newly started company in Belgium and an accountant for the financial activities.  We also provide various legal services in Belgium and other European countries like Hungary and we would be happy to make a personalized offer. We can help you hire an accountant also in other countries.

 

  • Company taxation in Belgium

 

Companies in Belgium are expected to follow the Income Tax Code and the additional regulations and decrees, as applicable. Tax authorities in Belgium are established at a federal, regional and local level.

The taxes for companies include the corporate income tax, the payroll tax, the transfer tax, insurance premium tax, the value-added tax. The value of the corporate income tax has an effective value of 33.99% when it also includes the 3% surtax. The tax for branches is the same, however, in terms of withholding taxes on dividends, foreign companies in Belgium may be subject to reduced rated or the total exemption thereof, according to a double tax treaty (if such an agreement is signed between Belgium and the country in which the foreign company has its residence).

Double taxation avoidance is possible in Belgium through an extensive network of double tax treaties that follow the OECD model. These will often allow for double taxation relief in case of all types of income and will work by limiting one country’s ability to impose taxes on a company that is also a resident and also derives income from a second location. One of our agents who specialize in company formation in Belgium can give you further details.

In terms of accounting and reporting, Belgium follows the International Financial Reporting Standards and the financial statements are to be submitted annually by companies – no later than six months following the end of the financial year. Penalties apply for late filing or for inadequate submissions. The corporate income tax is paid quarterly.

  • Key points summary

1- Time - 2 weeks to incorporate your company

2-  Directors - only one director of any nationality, is necessary for your BVBA company

3-  Directors - Belgium requires the director to have educational or professional qualifications

  1. Shareholders - only one shareholder required, of any nationality
  2. Share Capital - the share capital requirement is €18,550

 

  • Directors Requirements

 

  1. Directors may be of any nationality and may reside anywhere
  2. Only one director is required
  3. There is no requirement to appoint a local resident director
  4. Directors need professional qualifications.
  5. The director can be a person or a corporation

 

  • Shareholders Requirements

 

  1. Shareholders may be of any nationality and may reside anywhere
  2. Only one shareholder is required. This can be the same person as the director
  3. Nominee shareholders are allowed. Form company can provide this service
  4. The shareholder can be a person or a corporation

 

  • Power of Attorney

It is not a requirement to visit Belgium because it is possible to be represented by another person. A power of attorney certified with an Apostille or a Legalization by a foreign notary must be used for this purpose.

 

  • Belgium Financial Plan

To incorporate a Belgium company, a financial plan is required.

This needs to include the following:

  1. Setting up of the accounting system and initial parameter setting
  2. Drawing up of the accounting plan
  3. Classification and entry of the accounting documents
  4. Description and justification of the amount of the initial capital
  5. Show the initial capital will cover the operations of the company for at least the first two years