Articles
Company Formation in Belgium
Updated on Thursday 07th September 2023 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.
Foreign investors are welcomed and treated the same as local ones and businesses are encouraged through a series of R&D incentives, tax incentives for innovation revenues and the hiring of expatriate employees.
Open a Belgian Company
Investors interested in company formation in Belgium should consider these stages:
- • 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.
- • open a bank account: all companies in Belgium are required to have a corporate bank account.
- • 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;
- • 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 open 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.
| Quick Facts | |
|---|---|
| Types of companies | Private Limited Company (BV in Dutch, SL in French) Public Limited Company (NV in Dutch, SA in French) NV/SA - info on demand as this is more for big entities, factories, etc. |
| Minimum share capital for LTD Company | - 8.000 € to be paid into the company account to start the incorporation; - capital may be in kind as well ( a house, a patent, etc.) |
| Minimum number of shareholders for Limited Company | 1 |
| Time frame for the incorporation | 2 weeks |
| Corporate tax rate | 25%, but for small companies reduction possible to 20% |
| Dividend tax rate | 30%, but may be lower as there are various reductions and exemptions |
| VAT Rate | 21% |
| Any Tax incentives | Various reductions and exemptions are available if you want to open a company in Belgium. |
| Are Shelf Companies Available? | No |
| Do you supply a Registered Address/Virtual Office? | No |
| Local Director Required | No |
| Annual Meeting Required | No |
| Redomiciliation Permitted | No |
| Electronic Signature | Yes |
| Is Accounting/Annual Return Required? | Yes |
| Foreign-Ownership Allowed | Yes, 100% |
| Any Tax Exemptions Available? | Available in certain cases |
Types of Legal Entities in Belgium
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.
The SA/NV-public limited company (société anonime) in Belgium can be formed by at least two shareholders. They are 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.
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. Our experts in company formation in Belgium can help you open a partnership in this country.
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 of company 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 minimum share capital is requested at registration just as in the case of the general partnership and the personal assets of the silent partners are not affected by the liquidation procedures.
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 we would be happy to make a personalized offer.
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 25%. 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. Our experts in company formation in Belgium can give you more details about the taxes imposed in this country.
Part of our complete services for companies also includes assistance with the mandatory VAT registration in Belgium. Upon request, one of our agents assists company owners with the registration submitted with the competent VAT office. Unlike in other countries, there is no minimum registration threshold, and all companies need to comply. Only upon registration is the company’s number activated as the VAT ID.
Foreign investments in Belgium
Foreign investors who want to open a company in Belgium should know that thet are welcomed in this country and they enjoy the same rights as local entrepreneurs. Full foreign ownership is allowed in the country and only in some rare situations, the government can deem it necessary to block an investment.
A set of tax incentives are available and are targeted specifically at innovative businesses and those that engage in research and development activities. For example, an R&D credit allows for the reduction of the total costs associated with these types of activities by 5 to 8%, when companies are able to meet certain conditions.
There is no exchange control in Belgium, however, the National Bank will collect information on cross-border transactions and those transactions with non-residents in some cases; the purpose is to report the balance-of-payments.
Frequently Asked Questions about Company Formation in Belgium
1. Can a foreigner open a company in Belgium?
Belgium welcomes foreign investments and foreigners have the same rights to open a company as a native. However, they will need to comply with the existing legislation for investments.
2. What are the types of companies that can be incorporated in Belgium?
The private limited liability company is the most popular business form in the country. Other types of companies include the public limited company, the limited partnership, the partnership limited by shares, the general partnership, the cooperative, the sole proprietorship or branches of foreign companies.
3. Does the company need to have an office in Belgium?
A registered office based in Belgium is necessary for any company incorporated in the country.
4. What are the steps for company incorporation in Belgium?
- Choosing a suitable business structure
- Choosing an available name
- Drawing up the company documents
- Registration with the Belgian Trade Register
- Obtaining VAT number and other necessary permits and licenses
5. What is the minimum share capital in Belgium?
The minimum share capital depends on the type of company: it is 18,550 EUR for a private limited company and at least 61,500 for a public limited company.
6. What are the requirements for opening a bank account in Belgium?
The company’s bank account is important for future financial transactions as well as for depositing the share capital. Banks in Belgium will usually require the company’s incorporation documents and data about the founders in order to open a corporate bank account.
7. Do you need special permits and licenses in Belgium?
Yes. Licenses and permits are required for various business activities like selling or storing foodstuffs, importing and exporting various items and others.
8. What are the taxes for companies in Belgium?
Belgium has a corporate income tax of 25%. Payroll taxes, real property taxes and social security taxes and a transfer tax are also among the taxes for companies in Belgium.
9. How fast can you start a new business in Belgium?
It can take as little as four days to open a company in Belgium.
10. What are the reasons to invest in Belgium?
Foreign investors choose to open a Belgian company because of the central-European location, the multicultural environment, the qualified workforce and open economy.
Economy Overview in Belgium
Belgium is an attractive destination for foreign investors primarily because of its central location in Europe and the fact that full foreign ownership is permitted. Belgium offers a favorable business environment and excellent connectivity to surrounding markets. Other string points for Belgium include a high standard of living and a welcoming, multicultural and open business climate. Investors who open a company in Belgium also have access to a talented pool of national and foreign employees and a number of tax incentives.
Among the top incentives, we can mention those for innovation, research and development, and for expatriate employees. Under the new R&D deduction regime, up to 85% of the R&D income derived from qualifying IP assets can be deducted from the taxable income (subject to some restrictions and conditions).
Businessmen interested in company formation in Belgium are invited to contact our team of incorporation specialists who can help them open companies in this country.
Businessmen interested in company formation in Belgium are invited to contact our team of incorporation specialists who can help them open companies in this country.
Investors who need guidance related on starting a company abroad, should know that there are many jurisdictions which offer favorable conditions for this type of investment, one of them being Hungary. Also if you are interested in opening a company in An Asian country, you may contact us and we will help you with the contact details of our foreign partners, such as LawOfficeMalaysia.com.
Meet us in Antwerp
Karel Mul is a Doctor of Laws and Master of Roman Notarial Law (Ghent University). He is an experienced corporate lawyer and an active member of numerous international organizations. He will help you establish your company in Belgium and assist you in all business related issues you may encounter.
Call us now at (+32) (0)3 2373426 to set up an appointment with our consultants in Antwerp , Belgium. Alternatively you can incorporate your company without traveling to Belgium.
As our 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.
Testimonials
A personalized approach, according to the needs of the client. They follow through every step of the company formation process and will also provide pre-incorporation advice, as needed. Their offer will also include post-incorporation services.
Mihai Cuc, Partner of MHC Law Firm