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Shelf Companies in Belgium

Updated on Friday 19th August 2022

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A shelf company in Belgium is a company that has already been incorporated but has been left dormant. This type of company offers certain advantages and is suited especially for foreign investors who are looking for a quick option to open a Belgian company.
 
Our company registration experts in Belgium can help you purchase a Belgian shelf company and make all the necessary business arrangements to begin your business activities as soon as possible.
 

What are the particularities of a shelf company in Belgium?

 
A shelf company, also known as a ready-made company, is a business entity that has never engaged in business activities although its documents are in order and the company is fully incorporated. This is an important advantage: the company has clean records and longevity and it can attract investors and customers.
 
The most important advantage of a Belgian ready-made company is that the new business owner will save the time needed to register the company and conclude all the company documents, including the Articles of Association. Although some formalities will still need to take place after the shelf company has entered into your possession, our company registration specialists in Belgium can help you throughout the company purchase phase.
 
The company will already have a business name, meaning that the founder will no longer take the time to perform a company name check and, if needed, select a different name because the initial one is not available. However, investors who wish to change the name can do so once the company is purchased and they become the new directors. This is a step that may be required only in some cases when investors wish to use a certain company name for marketing or other reasons. In all other cases, the name of the company can remain the one that was assigned initially to the shelf company.
 
 Quick Facts  
  Legal entities available for shelf company

Private Limited Liability Company (S.P.R.L/B.V.B.A.)
Public Company (NV/SA)

Time required for purchasing the company Approximately 4 business days

Types of features it includes
(corporate bank account, VAT number, etc)

Registered address/Option to use a virtual office
Bank account (optional)
Tax registration (optional)

The advantages of a shelf company

Less time to starting the business activities: investors who buy an already registered business can commence the business activities faster, compared to when registering a new company 

Wide array of uses: shelf companies can be used in multiple sectors as their objects of activity are commonly very popular ones; additional corporate objects of activity can be added after the purchase

Longevity: a shelf company can be less then 1 year old, or it can be incoroprated for years

Good image: most companies for sale are incorporated and not used for trading; those who are will be offered to sale with a good record and no liabilities

Appointing new directors (yes/no) Yes
Capital increase allowed (yes/no)

Yes

Certificate of no commercial activities (yes/no)

Upon request

Modify the objects of activity (yes/no) Yes
Legal entities available for shelf company The buyer (foreign investor, natural/legal person), the seller (usually a legal entity)
The cost of buying a shelf company Starting an 1,000 EUR depending on the shelf company's age
 
Other changes to the business can be performed once the new directors handle corporate management. These can include increases in the share capital, assigning a company secretary, changes in the shareholding structure or others. An important issue to take into consideration is that any changes that will occur after company registration in Belgium will need to be duly notified to the authorities. One of our agents can help investors who have purchased a shelf company make the necessary changes to the legal entity. 
 

What are the advantages of a shelf company in Belgium?

 
Acquiring a shelf company in Belgium presents numerous advantages, among which our Belgian company formation advisors would like to mention:
 
  • Saved time: since there is no registration time required, investors save the time that would otherwise be needed for company registration in Belgium;
  • Quick transfers: the shelf company can be quickly transferred to the new owner by signing a number of documents;
  • Fast transactions: the ability to start doing business immediately as the company is transferred to the new owner. 
  • Fast business contracts: the possibility to enter into new business relationships much quicker than if choosing to incorporate a new legal entity;
  • Banking and loans: the ability to easier obtain bank loans, since the company is already established, has no debts and has no payment incidents.
Most shelf companies have a standard constitution, however, the new company owners will be able to change the particularities. Entrepreneurs who are interested in purchasing an already made company with a specific shareholder structure or other tailored particularities will need to keep in mind that these additional features will be likely to cost more.
 
In general, shelf companies will have a standard package that will include a registered legal entity (most often a private limited liability company), the registered address, the tax registration and the notary incorporation deed which has a flexible form. In some cases, it can also include a bank account, however, this is particularity that is not always included in standard packages.
 
We advise investors to expressly state the type of shelf company package they are looking for, starting with the chosen type of company which is very important for the business. The overall shelf company cost will also depend according to the chosen business form as some legal entities have a higher minimum share capital compared to others. The private limited liability company is often preferred because it has a lower capital requirement compared to the public limited company.
 
One of our Belgian company formation agents can give you more details about the particularities of the existing business form so that you may choose a shelf company that suits your business needs and has an appropriate size. 
 
Additional options in shelf company packages can include virtual office services as well as those related to the subsequent company changes, should the new owners wish to make changes to the Articles of Association, for example. Our team of specialists can also aid investors who are interested in opening a bank account in Belgium.
 
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How can investors buy a Belgian shelf company?

 
If you want to buy a shelf company our experts are able to assist you so that you can make sure that the purchase is legitimate. A shelf company will typically include the Articles of Association for that corporation, will have a registered VAT number and Incorporation Certificate. A popular type of shelf company in Belgium is the private limited liability company. For this business form, the liability of the founders (thus, the new owners) is limited to the amount of their investment in the company capital.
 
Our company formation agents in Belgium can assist you to buy a shelf company with a clean debt history and has not registered any bad payments since its incorporation. We attentively effectuate the company due diligence procedure, which is crucial when acquiring an already made business in Belgium
 
With the help of our experienced professionals, you will have the opportunity to effectuate a safe investment and be able to continue the business activities of the company in a profitable manner. 
 
If you would like to know more about other business opportunities in Belgium for foreign investors, like opening a branch or a subsidiary, our experts can help.
 

Shelf company purchase guide

 
When choosing to buy a ready-made legal entity, investors are expected to have a clear image of the type of company they are looking for, as well as their available budget. The location, or Belgian city in which investors intend to run the business, can play an important role in deciding to acquire a ready-made company. When choosing from the available business forms, entrepreneurs can narrow their search depending in the location of the company, as well as the price, local name or capital of the company. These are particularities that differ and some of these, such as the location and the name, can provide certain advantages, depending on the business particularities. For example, investors who choose to open a trading company, may choose to base it in Brussels or Antwerp, as these cities are known to be attractive for logistical activities. Other cities where shelf companies can be available include Oostende, Gent, or Namur, among others. Investors who are looking to buy a ready-made company in a certain Belgian city can reach out to our team of company formation experts for more information about the available entity types in their city of choice.
 
Once the company purchase process is complete, investors will also need to deal with other issues. The first one would be related to making any desired changes to the company particulars, such as the name or the registered address. However, apart from these issues that solely concern the personalization of the business, investors will also need to apply for and obtain the licenses needed to conduct certain business activities. For example, financial institutions and financial services providers are supervised by the National Bank or Belgium and the Financial Services and Markets Authority. Entrepreneurs who purchase a company that will activate in a regulated field can rely on our assistance to apply for the needed licenses that will allow them to operate on the Belgian market.
 
The age of the company is also an important factor, and it usually is the decisive one between choosing to incorporate a new company or buying a ready-made one, as it allows for the advantage of owning a company with seniority. In most cases, shelf companies in Belgium will be offered for sale when they have been incorporated for approximately two years, however, their age will differ and will influence the price.
 
Shelf company taxation and control
 
The shelf company is a locally registered company that is subject to the full spectrum of tax, accounting, reporting and regulatory laws in Belgium.
 
The limited liability company and the private limited liability company, the two most commonly used business forms by foreign investors as well as those who wish to purchase a ready-made company are subject to a standard corporate income tax rate of 25%. A company is taxed on its worldwide income and it can deduct business expenses as long as they are related to the taxable period for which the taxable income is calculated. All deductions are justified through proper documentation, and business expenses are to be legitimate ones.
 
If a shelf company has never been used for trading, it is not automatically registered for VAT purposes. This is done with the VAT office in the area where the business is located before the company commences any business activities that are subject to this tax. This means that the new company owners will likely be liable for registering their purchased company for VAT after they finalize the ownership transfer and if the company will engage in VAT taxable activities. There is no minimum VAT registration threshold for companies, the only situation in which this applies concerns foreign mail order companies that offer services to Belgian individuals, which would not be the case for a locally-incorporated Belgian company. The standard value-added tax rate in Belgium is 21% and lower rates of 0%, 6% and 12% are available for certain types of goods and services.
 
As far as tax filing and reporting are concerned, the tax year in Belgium is generally the calendar year, however, it can also be another 12-month period. Companies file the annual tax return no later than six months after the end of the financial year and electronic filing is the norm in the country. Corporate taxes are paid quarterly, and advance payments are possible. If the company has overpaid, it can choose to opt for a refund or to carry forward the extra payment. Penalties apply for failure to complete with the due payments. VAT returns are filed monthly or quarterly, and any due taxes are also paid at the moment of filing.

Company formation in Belgium

 
Many foreign investors choose to open a company in Belgium because of the country’s location at the heart of the European Union and because of the general welcoming business climate. Foreign investments are fully permitted and foreign entrepreneurs enjoy the same rights as local investors. According to StatBel, the country’s statistical office, the following data was available for the number of operating companies:
 
  • - in 2017, there were 941,991 VAT-registered companies at the end of the year;
  • - it was estimated that there were approximately 619,414 SMEs in Belgium in 2017, an estimate based on figures from Eurostat.
  • - 2017 was also a year in which there has been an increase in the number of registered taxpayers in business areas including professional, technical and scientific activities.
  • - according to World Bank, in 2016 there were 27,248 new registered companies.
 
Belgium offers numerous business opportunities, apart from the ones for which there has been a reported increase. Investors can choose to buy a ready-made company that can be suitable to their chosen business purpose. They can use the company, for example, when they wish to open an information and communication company as well as one related to administrative and support services. The special permits and licenses that may be required in selected business fields can be applied for once the ownership transfer is complete.
 
For more information about shelf companies and how to open a Belgian company you can contact our company registration consultants in Belgium
 
 

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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.

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