Company registration in Belgium | SIGTAX

Company registration in Belgium

How to register a company in Belgium

 

If you want to register a company in one of the Benelux countries, then Belgium is a very good option for you. Belgium has a very strong economy, very conservative business culture and it is right in the center of Europe which makes it more attractive due to its location. The tax rates are very good regarding the setting up a business.. 

Steps for opening a company in Belguim

  • Select the right business type;
  • Open a bank account;
  • Preparation of the following documents (draw up the articles of association, apply for a bank certificate, draw up a memorandum of association, draw up a financial plan and etc.);
  • Apply for your unique business number;
  • Meeting with the notary to incorporate the company. After this meeting the funds in the bank account will be unblocked, and the deed of incorporation will be deposited with the commercial register.
  • If you establish a company, you must register yourself and your company with a social security fund for self-employed workers;
  • Activate your business!

Types of companies Belgium

Public limited company- SA/NV (société anonyme/naamloze vennootschap)
 
A public limited company (société anonyme/naamloze vennootschap) is a company in which at least two shareholders are willing to invest capital. In Belgium, SA/NV status is mainly favoured by large enterprises, although it is also popular with SMEs.
 
Features

  • Unlike in partnerships, shareholder personality generally plays a minor role in public limited companies.
  • An SA/NV cannot be named after any of its partners; instead, it must be given a company name not already in use.
  • The company is established for an unlimited period, unless agreed otherwise.
  • Shares in an SA/NV are transferable, meaning that they can be freely transferred;
  • Capital of at least €61,500 must be fully invested (subscribed) from the time the company is incorporated.

 
Advantages

  • The private limited company is the type of company most frequently used as a control instrument;
  • The liability of partners/shareholders is limited to their contribution;
  • Bearer shares are transferable;
  • Shares are always registered until they are fully paid up;
  • The conversion of registered securities to bearer securities must be authorised by the articles of association.

 

The partnership is the only company type without legal personality. A partnership may however acquire legal personality and become a general partnership (Société en nom collectif / Vennootschap onder firma) or a limited partnership (Société en commandite / Commanditaire vennootschap), depending on whether all or only certain partners will be jointly and severally liable for the partnership’s debts and liabilities. De facto, the partnership covers several legal forms existing under the former Belgian Companies Code.

A general partnership (société en nom collectif/vennootschap onder firma) is entered into by partners who are jointly and severally liable. Its purpose is to carry on a civil or commercial activity under a corporate name.
Features
The SNC/VOF is a société de personnes/personenvennootschap  (partnership of individuals) in the full sense, which means that:

  • the death of one of the partners results in the company being wound up;
  • the partners can neither sell nor give away their stakes without the agreement of the other partners;
  • all decisions must be taken unanimously;
  • the partners are jointly and severally liable for all commitments entered into by the company;
  • Incorporation does not require a notarial deed: a private deed is sufficient;
  • There is no minimum amount, but the partners must contribute to the SNC/VOF the full amount that they pledged to invest in the articles of association.

A partnership limited by shares (société en commandite par actions/commanditaire vennootschap op aandelen) is a partnership entered into between one or more jointly and severally liable partners, known as managing partners and one or more limited partners (associés commanditaires/stille vennoten), who only bear limited liability specific to their investment amount.
Features

  • The minimum amount of capital needed to form an SCA is EUR 30,000;
  • Fully paid up shares are bearer shares, registered or dematerialised shares;
  • The general meeting may only amend the articles of association by mutual agreement with the general shareholders;
  • The company is managed by one or more managers, who may or may not be general shareholders and are appointed in accordance with the articles of association. In practice, a manager may be appointed either in the articles of association or at a later date by a shareholder decision;
  • The members of the supervisory board are accountable for misconduct in carrying out their mandate.

The cooperative company with limited liability (société coopérative à responsabilité limitée/coöperatieve vennootschap met beperkte aansprakelijkheid) is made up of partners, whose number and contributions may vary.
Features

  • The cooperative company must comprise at least three people;
  • A copy of the articles of incorporation must be filed at the registry within 15 days of the final articles of incorporation being drawn up;
  • To be recognised as a cooperative company, a company’s articles of association must comply with cooperative principles and specify the following: voluntary membership; equality or limitation of the right to vote at general meetings; appointment of the board of directors and joint statutory auditors by the general meeting, a dividend for the partners, the fact that directorships are, in principle, unpaid and that the net dividend cannot be greater than 6%.

The shareholders liabilities are limited to the value of their share capital in which they subscribed. The official name for a BVBA is “Besloten Vennootschap met Beperkte Aansprakelijkheid”. The BVBA can be totally owned by foreigners making it the most popular Belgium company to form by foreigners.
Features:

  • Foreigners can own all Shares: BVBA’s shares can be totally owned by foreigners;
  • Limited Liability: A shareholder’s liability is limited to his or her contribution to the share capital;
  • One Shareholder and One Director: the sole shareholder can appoint him or herself as the only director to control the BVBA;
  • Low Capital: The required minimum share capital is 18,500 Euro with two thirds paid up when incorporating;
  • EU Member: Belgium is a member of the European Union (EU) allowing more opportunities to conduct business through Europe.

 

The branch is an extension of the parent company, a different location of the main office of the company, located in another country where the main company wishes to conduct business. It is not the same as when foreign investors open a company in Belgium as it is not entirely separate from the parent company. 
The advantages of using a local branch include:

  • Fewer legal obligations are involved compared to subsidiaries;
  • The lack of regulation (except at registration);
  • Tax consolidation;

The disadvantages of using a local branch include:

  • Belgian accounting and tax requirements.
  • Representation issues.

How SIGTAX can help you?

With our professional team all the procedures will be fast, easy and without any pitfalls. We will provide all the consultations for you. We will help you to define the best legal form for your future company, collecting all the required documents, notarization of them, and we will accompany you and your business in all the step-by-step process of a company formation.

 

FAQ block for company registration in Belgium

Companies are taxed based on their net income, and the corporate tax rate is calculated accordingly. It is usually around 29% and will be reduced to 25 % in 2021.

Any person, no matter the nationality or residency can be a director or a shareholder of a company in Belgium. 

The process of registration can take approximately 2-3 weeks.