When incorporating a Belgian Company the investors must be aware of the steps which needs to be taken during the process such as the drafting of the articles of association and other documents such as the specimen signatures, the special application forms and the passport copies. All these actions must take place in front of a public notary in Belgium. In order to set up a company in Belgium, a registered office is necessary, as well as a bank account at a Belgian bank and a local accountant.
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. The code divides the major Belgium legal entities into companies or partnerships.
TYPES OF ENTITIES IN BELGIUM
Incorporate a BVBA/SPRL. The most convenient form of business which can be incorporated in Belgium is the BVBA/SPRL- private limited liability company (societe prive a responsabilite limitee), a form of business designed for small and medium businesses. The Belgian BVBA is formed by at least one member with a share capital of 18500 EUR (6200 paid at incorporation if there are more than one member and 12400 paid at incorporation if there is only one shareholder). The capital of a Belgian BVBA is divided into shares which can be traded to the public if the consent is given by at least half of the shareholders representing ¾ of the capital.
The SA/NV-public limited company (societe anonime) in Belgium can be formed by at least two shareholders liable in extend of their contribution to the capital with a minimum share capital of 61500 EUR divided into no minimal value shares. The capital is divided into 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 by at least 2 directors.
A form of business not so popular but which 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. The decrease or increase of each SCRL’ members capital is allowed 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 are advised to open a partnership. The partnership can be Belgian general partnership, the Belgian limited partnerships and the partnerships limited by shares in Belgium.
The individuals can join together under the same name with the same economic purposes in a Belgian general partnerships (societe en nom collectiff). In this type of entity, all the partners 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. No minimum share capital is requested for this type of entity and in case of liquidation the personal assets of the partners can be claimed.
A Belgian “societe en commandite simple” (limited partnership) is formed by two types of partners: active partners (fully liable for the company’s actions and keeping all the decisional power) and the silent partner (with liability limited by the contribution to the partnership’s capital). No minimal share capital is requested at registration just like in the case of the general partnership but the personal assets of the silent partners are not affected by the liquidation procedures.
The Belgian partnership limited by shares (societe en commandite oar action) it’s a partnership that requires a minimum capital at incorporation of 61.500 EUR. Unlike the previous types of partnerships, 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 the right to VETO granted by legislation. 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. While the representative offices cannot perform any commercial activities, the Belgian branches can perform certain operations under the strict control of the foreign parent companies.
INCORPORATION PROCEDURE IN BELGIUM
Company incorporation in Belgium is an easy process which doesn’t take longer than one week if all the procedures are respected and all the documents (translated in French or accompanied by a French translation or translated into Dutch or accompanied by a Dutch translation, depending on the area where the business is settled) are properly submitted. A registered office or a virtual office is mandatory for setting up a company in Belgium.
In certian cases the company registration in Belgium can be performed by a legal representative appointed by power of attorney but he/she is not allowed to open a company bank account which must be set up by the shareholder whose name will appear as the titular of the account.
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 authenticates these documents and register the incorporation deed.
It takes only two days to register the company at the centralized company office (guichet-entreprises / ondernemingsloket) which will deliver all the incorporation documents 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 completed, employees are needed in order to start the activity. The Belgian workforce is highly trained and employers can choose to 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.
ECONOMY OVERVIEW IN BELGIUM
The economy of Belgium is among the highest rated in Europe. The standard of life and the process of development in the business environment are the main reasons that qualify this jurisdiction as one of the most competitive economies in the European Union, very appealing for those entrepreneurs willing to start a company in Belgium. The international trading relationships between Belgium and other member states are flourishing and provide great advantages for new companies that are established in Belgium.
As far as the foreign investments are concerned, the Belgian government encourages investors from abroad to come and set up in Belgium and offers incentives for promoting employment. Anyway, there is a continuous flow of entrepreneurs that come to Belgium in order to invest and establish new companies.
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