Belgium Company Formation and Where to Start
The founding of a Belgian business has two stages. The first one is gathering the legally required documents. This part of the incorporation process will only depend on you and will take as long as you need to gather all information, documents and draft everything as provided by the Belgian legislation.
The second stage starts when all documents are drafted, and it usually takes about a week. You have to translate all documents either in French or in Dutch, then file them to the Belgian Company Registry.
Among other requirements, you also need a registered office in any city in Belgium. Yet you also have the option to work through a virtual office. In both cases, the registration process requires a Belgian physical address. However, a virtual office brings fewer expenses for the investor.
The entire incorporation process can be implemented by a legal representative that has been certified through a power of attorney. The only operation a legal representative cannot perform in the name of the founders is the bank account opening. Only the director/shareholder can cover this step. His/Her direct presence is compulsory. The director/shareholder opening the account also becomes the account holder.
Types of companies
Here are your legal options when you want to start with Belgium company formation:
BVBA/SPRL
This is the private limited liability company (or societe prive a responsabilite limitee). It is the type of incorporation for small, medium and family businesses. It appears to be the most popular one in Belgium. It requires at least two associates who are liable proportionally to the part of the capital each respectively invested.
You also get a form of this business for one shareholder paired with a director. In this situation the company form is known as SPRLU/EVBA. The shareholder can also take the role of director. The shares become registered shares with restrictive transferability.
SA/NV
It is a public limited company (or societe anonime). The condition to create such a company is to have a minimum of two shareholders. The required minimum capital amounts to 61.500 EUR composed of minimum value shares. Each shareholder has liability proportional to the percentage of participation to the capital. These shares are transferable can be registered at the Stock Market. Management is also compulsory, in the form of a board of directors. The minimum number of directors for this type of company is 2.
SCRL
The Limited Cooperative (known also as societe cooperative a responsabilite limitee) is a form of business that requires the involvement of at least three persons or three legal entities. In this situation, the initial capital requirement is a minimum 18.500 EUR. This type of incorporation allows shareholders to make a change (increase or decrease) in their capital contribution over six months at the beginning of the fiscal year.
Partnerships
This is a form of legal registration for persons or legal entities that want to associate however don’t have the amount required as initial minimum capital. In this situation, there are three options, general partnership, limited partnerships, partnership limited by shares.
And here are some of the details you need to consider when you move towards a Belgian partnership.
Belgian General Partnership (societe en nom collectiff)
This type is a partnership for private individuals. In this form of association, the liability is unlimited, for all persons involved. Each of them has the right to make decisions regarding the business. For a change in the Articles of Association, a unanimous vote is required. As we mentioned before, there is no minimum capital requirement. When the partnership comes to a liquidation stage, each partner has the right to claim his/her assets.
Belgian Limited Partnership (societe en commandite simple)
This is a partnership involving two different types of partners. On one hand, there is the active partner (or partners). They are fully liable for all business-related actions and decisions. At the same time, they have the full power of decision. On the other hand, there is the silent partner. His/her liability is limited according to the participation in the capital. When it comes to capital requirements, there are none. The only thing to add is that in case of liquidation, the silent partner’s assets are never affected.
Belgian Partnership Limited by Shares (societe en commandite par actions)
This is a bit different compared to the other partnership forms. There is a capital requirement. The minimum amount needed for incorporation is 61.500 EUR. The association takes place, in this case, between shareholders and partners. The partner (partners) has full liability for all business-related decisions and actions. The shareholders only have limited liability, per value of their subscribed shares. Management must be in place, also. Usually, one of the partners is enough, to occupy the managerial position. He/she has legal veto power for all decisions.
This partnership brings another novelty. All the company’s shares are in this case transferable to third parties.
Branches of Foreign Businesses
Foreign legal entities are encouraged to open local branches and representative offices in Belgium. Many times, this is only the first step before deciding whether to incorporate a new company in Belgium. You can better weigh upon this idea, while already starting your activity in this country.
In the case of representative offices, commercial operations are not allowed. Unlike them, foreign branches are allowed to run certain activities in Belgium, however only under the supervision of the parent company from abroad.
Belgium Company Formation Process
Belgium has one of the simplest processes for those opening a company. There are only a few steps, to follow:
1 step
Choosing the company category
Meaning you select the appropriate business formula for your intended activity, and the capital you seem fit for.
2 step
Bank account
Next in line is opening the bank account, a compulsory step for all Belgian companies.
3 step
Drafting Articles of Association
It represents the constitutive document for all types of companies. This legal document needs certification before a Belgian public notary.
4 step
Registration at the Crossroad Bank for Enterprises
All the constitutive documents and proofs required by the Belgian law are filed at the Company Registry. They will issue a company number, as well as a VAT number.
5 step
Initial capital deposit
However, initially, only 20% of the initial capital has to be deposited at once, in a special blocked capital account. The amount is transferred to a special Belgian credit institution. This institution will afterward issue a standard certification that confirms the deposit.
6 step
Financial plan
When registering a company, you need to submit the financial plan to the notary.
7 step
Signing of documents
You need to the signing of all incorporation documents the deed of incorporation under the supervision of the public notary which authenticates them.
8 step
Submit and register all documents
It takes only one week. This interval is due to the existence of a centralized company office (guichet-entreprises) for registrations.
The approved incorporation documents are sent to the Register of Legal Entities, the financial institutions, and social services. Then they will issue the VAT, the social security number, and the unique company number. To start the activity the only step left is to employ people.
Belgium Company Formation and Taxation
The Income Tax Code applies to all Belgian companies. There is a corporate tax for income, payroll, transfer, insurance premium, value-added. The corporate income tax amounts to 33,99%, including a surtax of 3%. The same situation goes for foreign branches. Due to the double tax treaty (where applicable), the foreign companies may get reductions or exempt from withholding taxes on dividends.
There are double tax treaties, following the OECD model, in place. You don’t have reasons to pay taxes in both countries.
Our specialists will gladly assist you with this matter. You are supposed to pay the income tax, quarterly.
When it comes to accounting, Belgian companies have to follow the provisions of the International Reporting Standards. Your company must deliver annual financial statements within the first six months after the end of the fiscal year. There are penalties for sending the declarations late or in an improper manner.
Useful
information
All foreign investments are enjoying the same laws and provisions just like the Belgian entrepreneurs. Belgium allows full foreign ownership and very rarely blocks investments.
Innovative initiatives and businesses focusing on research and development receive special tax incentives. R&D credit reduces the costs for them between 5 and 8%, under certain conditions.
Belgium does not focus exchange control. The National Bank provides in many cases information on international transactions involving foreign businesses. They have to provide the balance-of-payments.
Thanks to good practices, experience gained, qualified theoretical knowledge, the experts employed by the Private Financial Services will quickly and qualitatively help with Belgium company formation.