Company formation in Belgium consists of several actions that are necessary for starting a company in Belgium. It is required to fulfill the drafting of the articles of association and the drafting of other documents such as the specimen signatures, the special application forms and the passport copies. It is also mandatory that all actions 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.
TYPES OF COMPANIES
The main forms of business in Belgium are the general partnership, the limited partnerships, the partnerships limited by shares, the private limited liability companies, the public limited liability companies, the limited cooperatives and are regulated by the Belgian Commercial Code.
• The individuals can join together under the same name with the same economic purposes in 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 “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 partnership limited by shares (societe en commandite oar action) it’s a partnership that requires a minimum capital at incorporation of 61500 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 private limited liability company (societe prive a responsabilite limitee) is a form of business designed for small and medium businesses and it 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). The capital 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 public limited company (societe anonime) 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.
• At least three members can form a limited cooperative (societe cooperative a responsabilite limitee) with a minimum share capital of 18500 EUR. The decrease or increase of each members ‘capital is allowed during the first six months of the fiscal year.
INCORPORATION PROCEDURE IN BELGIUM
Company registration 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. When desired the company registration in Belgium can be performed by a legal representative appointed by power of attorney, with the exception of the 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. The average salary that the employers in Belgium must pay to employees is around 3,300 EUR.
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.