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Set up SPRL or BVBA in Belgium

Updated on Monday 07th December 2020

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A SPRL in Belgium is the abbreviation of SociétéPrivée à ResponsabilitéLimitée or BeslotenVennootschap met BeperkteAansprakelijkheid, which is actually a private limited liability company. This structure is designated for small and medium-sized businesses and is one of the most popular companies that are set up in Belgium.
 
This type of company, like others in Belgium, is established as per the Belgian Company Code. This particular business form has legal personality, meaning that is it a separate legal entity from its founders, it can enter into agreements in its own name, it can sue and be sued. 
 
In this article, our team of Belgian company formation agents answers some of the key questions about the incorporation, management, and taxation of this business form. Investors who wish to know more or those who need assistance for the incorporation of this business form can reach out to our specialists.
 

What are the pre-incorporation requirements for a SPRL in Belgium?

 
During the pre-incorporation phase, investors are required to prepare the financial plan and the company incorporation documents as well as gather the minimum share capital from each of the founders. The shareholders or founders of the company are liable only to the extent of the amount they invest in the business.
 
In order to open a company in Belgium in the form of a private limited company or SPRL in Belgium, a minimum share capital of 18,550 EUR must be provided. At least 6,200 EUR must be paid up in the account of the company before the registration of the Belgian company.  In case some of the contributions are made in kind, they must be fully subscribed before the incorporation. The shares must be one-fifth paid up (this percentage applies to each share that is subscribed in cash).
 
The Articles of Association are the constitutive documents are must include the following details about the company:
  1. it’s characteristics: the legal form, chosen company name, which must be verified prior to this step, the purpose of the company and its duration (limited or unlimited).
  2. it’s founders: the names of the founders and shareholders (for whom identification documents must be provided).
  3. the share structure: details about the number and types of shares as well as the shareholding structure.
  4. management: details about the corporate management structure, the General Meetings and how these take place.
  5. agents: the managers (and how they are appointed), secretary, auditors (if this is the case), representatives (if applicable) and other agents. 
 
The deed of incorporation is executed before a Belgian public notary and it is published accordingly. When needed, this deed can also be executed by a representative, according to a power of attorney. In this case, one of our agents who specialize in company registration in Belgium can act as the appointed agent. 
 
Among the other documents required for incorporation, we can also list the bank certificate that shows that at least 6,200 euros of the share capital have been paid-up (or 1/5 of the cash contributions, whichever amount is higher). In those situations in which the founders make their contributions in kind, an external accountant must issue a report that these have been paid in full on the incorporation date.
 
Investors who wish to open a company in Belgium can reach out to our agents during this pre-incorporation phase. Our agents will prepare the incorporation documents as per the characteristics of the company and can assist with the name check and reservation. It is important to select a business name that is unique and does not infringe one already taken by another registered company. For this purpose, we recommend that investors select three different names. Our online tool can be useful for a preliminary name check, before registering the name with the Belgian authorities.
 

The financial plan for the SPRL in Belgium

 
When opening a company, be it a SPRL or another type of company, such as the public limited company (SA/NV), investors will want to not only prepare to meet the ongoing requirements for registration but also prepare a business overview.
 
The financial plan includes information about the nature of the business, the activities in which it will b engaged, the resources readily available at the time of the incorporation (and other projected financial needs for running the business) and, in general, the requirements that will need to be observed for the first two years of the company’s life.
 
Drawing up the financial plan is a recommended first step, and it can take place before or after investors have chosen a suitable business form. There is no mandatory requirement on how to structure this plan on what to include, however, when investors set up a SPRL/BVBA in Belgium they will need to record the plan with a notary.
 
Part of the information that can be included in the financial plan for the SPRL includes the following:
  • general details about the company; some of these details are also included in the Articles of Association;
  • the fixes costs, variable costs and the investments that will ne required;
  • the employees hired after the company is registered;
  • any loans that will need to be negotiated (it is useful to know that the SPRL is a type of company that brings a high level of confidence, compared to the sole trader, for example; this may make it easier for investors to access financing and loans – provide that they meet relevant criteria);
  • the financial plan will also include a number of charts and forecasts; it will include the cash flow statement and the cash flow forecast for the company’s first year of activity.
 
Please keep in mind that the information listed above is not mandatory in all cases. If you choose to open a SPRL/BVBA company with the help of our agents who specialize in company formation in Belgium, we will be able to provide you with more details and assist in drawing up this plan, as needed.
 
Another issue that is handled before the actual registration phase (and, in fact, it is mandatory for starting a business) is opening a bank account. This is mandatory both for companies, such as a SPRL/BVBA and when the business activity is undertaken by an individual (natural person, in the form of a sole trader).
 
The corporate account is opened as a separate one and it is solely used for business transactions related to conducting the company’s specific activities. The account number is inscribed on all commercial documents, such as invoices, along with the name of the bank and the name of the company. Businesses involved in intra-Community activities will also need to include other information, such as the VAT number, or comply with the EORI regulations.
 
The cash contributions made by the founder or founders to set up the SPRL or BVBA in Belgium are deposited into the aforementioned corporate bank account and proof of minimum capital payment is provided upon registration – hence the necessity to open the bank account as part of the pre-registration steps. When investors wish to open a company in Belgium and make contributions in kind for the SPRL, then an auditor will need to prepare a report concerning these contributions.
 
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What are the registration requirements for a SPRL in Belgium?

 
The new entity must be registered with the Crossroads Bank for Enterprises and one of our agents who specialize in company registration in Belgium can help you during this phase.
 
A SPRL in Belgium must be registered before starting its legal activity. For that matter, a copy of the articles of incorporation must be submitted with the local registry office in order for the company to be published in the Belgian Official Gazette. The registry will also issue an enterprise number for the SPRL in Belgium.
 
There is no special waiting time for the incorporation phase. The entire registration process can be accomplished in a few days if all of the documents are being supplied and the founders draw up the Articles of Association in a timely manner. 
 
The costs associated with the registration of the company will include the notarial fees (which may vary), the publication fees for the register (approximately 222-275 euros, depending on the chosen submission method) and any costs associated with company formation services or lawyer’s fees. 
 

How many shareholders are necessary for a SPRL in Belgium?

 
A private limited company in Belgium can be incorporated by one or more shareholders and there are no special requirements concerning their nationality or residence. Besides, they can be individuals or legal entities. The liability of the shareholders is only to the extent of their contribution to the capital. This type of company is the only one that can be incorporated by a single founder and in this case, he is the only one who is liable.
 

What is the management structure for a SPRL in Belgium?

 
One or more general managers can represent the management structure of a SPRL in Belgium. There are two types of managers in a SPRL in Belgium. A statutory manager is mentioned in the articles of association and a non-statutory manager is appointed by the general meeting of the shareholders.
 
The manager is the one who performs all of the acts that are required to achieve the goals of the company. He represents the company in discussions and in front of third parties and he has residual powers (all of those powers not specifically granted under the Articles of Association). A manager may be appointed for a limited or an unlimited duration. He can be revoked through a general assembly of the shareholders (under a certain voting quorum). 
 
Investors who open a company in Belgium can decide on the managers before the incorporation date. Our incorporation agents can help investors open companies in this country and can also offer other corporate services, such as virtual offices in Belgium.
 
Also, in case you need other types of services in this country, for example assistance when immigrating to Belgium, we can put you in contact with our partners. We are part of a wide network of company formation firms and law firms and in case you need immigration services in Greece or in another European country, such as Sweden, we recommend our local partners.
 

How can a SPRL in Belgium be verified?

 
The auditor of a SPRL in Belgium is appointed by the general meeting of shareholders for three years. SPRL in Belgium is obliged to hire an auditor if any of the condition below are met:
  • it has at least fifty employees,
  • if its total assets exceed 3,650,000 EUR
  • the annual turnover is more than 7,300,000 EUR.
We invite you to watch a short video about this type of company:
 
 

How are SPRL companies taxed?

 
The SPRL is subject to a number of taxes in Belgium, including the corporate income tax, the value-added tax, the payroll tax, transfer tax, regional and/or local taxes (depending on where the company is based in the country), insurance premium tax, withholding taxes on dividends, which may be reduced under a double tax treaty for entities that derive inform both from a Belgian source and from another signatory state.
 
Below, our team of Belgian company formation agents lists the main taxes for companies: 
  • 29%: the corporate income tax for taxable periods starting on and after January 1, 2018. 
  • 2%: the surcharge on the adjusted corporate income tax; making the effective corporate tax reach a value of 29.58%. 
  • 21%: the value-added tax which also has reduced rates of 12%, 6%, and 0% apply to the provision of certain types of goods and services.
  • 30.57% and 25%: the social security tax, the first value for blue-collar employees and the second for white-collar ones; our agents can provide more details as the effective rate can vary.
  • 1.25% and 3.97%: the real property tax, the first value for Brussels and Wallonia and the second for Flanders; imposed on the notional rental income for immovable property. 
The branch tax rate is the same as the corporate income tax and the basis for taxation is the residence of the company: locally incorporated companies are taxed on their worldwide profits.
 
VAT registration in Belgium is required and there is no certain annual turnover threshold for this.
 
Our agents specialized in company formation in Belgium can offer more details about the taxation regime, the incentives and other details to investors who wish to know more before setting up the company.
 

What are the SPRL administration requirements in Belgium?

 
The tax year for a SPRL is the same as the account year, which may be the calendar year or another chosen 12-month period (with shorter or longer periods only possible in some cases). Tax returns are to be submitted within six months after the end of the financial year and no later because this would cause penalties to apply.
 
As far as the accounting and filing requirements are concerned, these types of companies must follow the Generally Accepted Accounting Principles as well as the International Financial Reporting Standards. 
 
Companies in Belgium are required to obtain relevant permits and licenses for functioning. For example, restaurants as well as any other establishments that produce food must be licensed by the Federal Agency for the Safety of the Food Chain. The main requirements for companies that apply for this particular license include the following:
 
  • - submit a written application to the Foodstuffs Inspection Department of the Federal Agency for the Safety of the Food Chain;
  • - make sure that the company complies with the hygiene standards – this is mandatory for the inspections performed by the Federal Agency for the Safety of the Food Chain;
  • - pay the license fee; the required amount varies according to the actual type of activity and the number of employees who work in the establishment.
 
It is useful to note that Belgium adheres to both the European and the local legislation for food hygiene.  Some of the key issues treated in the Belgian legislation concern the conditions for the operating premises, the vending machines, the hygiene of the staff and the various provisions that apply to foodstuffs, such as the refrigerator temperatures that are to be observed for different categories of foodstuffs marketed in the retail sector. Entrepreneurs who open a SPRL/BVBA company in Belgium and activate in the food sector will also need to observe the requirements for the food of animal origin, the pre-harvest controls, the hygiene of the raw milk machines and many other issues. The license issued by the Federal Agency for the Safety of the Food Chain has a limited validity period and it must be renewed before its expiration date should the business wish to continue to lawfully engage in the relevant activities.
 
Other activities are regulated, not only those concerning foodstuffs. Contractors in Belgium are also asked to meet certain requirements and they must register with the authorities in the province where their business will take place.
 
Examples of regulated businesses include travel agencies, marriage agencies,  import and export businesses, and others.
 
Feel free to write us via e-mail for more information in regards to how to open a company in Belgium or in other countries, such as Macedonia, China, Cayman Islands, Kazakhstan, Bahrain etc.  

 

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