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. The same things are necessary when you open a company in Netherlands, where you may also need the advice of a lawyer, or in other countries in Europe.
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 Legal 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(société prive à responsabilité limitée), 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 (sociétéanonime) 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 under the same name with the same economic purposes in a Belgian general partnerships(société 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 entityand in case of liquidation the personal assets of the partners can be claimed.
A Belgian limited partnership (société en commandite simple) 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(société 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.
Incoporation 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.
Unlike other countries like Cyprus, where company registration takes minimin 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 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 and an accountant for the financial activities. We also provide various legal services in Belgium and other European countries like Hungaryand we would be happy to make a personalized offer. We can help you hire an accountantalso in other countries.
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.
Call us now at +44 203 287 0408 to set up an appointment with our lawyers in Brussels, Belgium. Alternatively you can incorporate your company without traveling to Belgium.
As a BridgeWest client, you will beneficiate from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Belgium.