Company Registration in Belgium - Business Starting & Setup

Belgium law is a part of the civil law tradition of continental European legal systems.

The apex of the legal system is the Constitution of 1831, as well as five French codes, which are the basis of Belgian legislation since promulgation of independence in 1831 and were adopted in 1804-1910 when the territory was under the rule of Napoleon. They are the Civil Code, the Commercial Code, the Penal Code, the Civil Procedure Code, and the Criminal Procedure Code. The all underwent big changes. For example,

Companies Act was added to the Commercial Code as an independent part in 1935.

Under the legislation of Belgium, the following types of commercial entities may be established in Belgium to carry on business:

• Ordinary limited partnership - SCS / GCV;
• General partnership - SNC / VOF;
• Partnership limited by shares - SCA / CVA;
• Private limited liability company - SPRL / BVBA;
• Public limited company - SA / NV;
• Cooperative company - CV;
• Cooperative company with unlimited liability - SCRI / CVOA;
• Cooperative company with limited liability - SC / SCRL-CV / CVBA.

The most common form of business vehicles for foreign companies in Belgium wishing to carry on business is Private limited liability company - SPRL / BVBA). The most important features of BVBA are liability of shareholders according to their capital contributions and limited transfer of shares.

To register an Belgian company, the following steps are required:

1. Draft an incorporation deed: The incorporation deed will be drafted by a Belgian public notary based on the specifications of the shareholders. The incorporation deed must among other things state the details (name and address) of the shareholders who incorporate the company and specify the amount of the capital contribution made by each shareholder. The incorporation deed also includes the company’s articles of association (“statuten”), which determine the rules governing the company. The language of the incorporation documents depends on the location of the company’s registered office: Dutch in Flanders and either Dutch or French in the Brussels Capital Region. The directors will be appointed on incorporation of the company.
2. Draft a business plan: New legal entities must prepare a business plan covering the first two years of operation. A Belgian accountant can help to draft the business plan. The business plan must include a summary balance sheet that justifies the amount of capital made available by the shareholders in order to run the business. The business plan is not public but remains in the files of the notary who enacted the incorporation deed. If the business goes bankrupt within three years of the date of incorporation, the court at that time may decide to look at the business plan to check whether or not the founders can be found liable for failure to fund the company with sufficient start-up capital. In certain cases, the founders can be held liable for the debts of the bankrupt company. Branches are not required to draw up a business plan.
3. Deposit of the share capital in a blocked bank account: In the case of a contribution in cash, a bank account must be opened in the name of the company “to be incorporated” with a bank in Belgium and each shareholder must deposit the amount to be paid - up on its shares in this account, prior to the execution of the incorporation deed. This account remains temporarily “blocked” until the incorporation of the company, or failing such incorporation, for a period of three months, after which the funds are reimbursed to the candidate-founders who request this. The bank will issue a certificate, which must be delivered to the notary on the date of execution of the incorporation deed, confirming that the paid-up amount of the capital is in the bank account. After the incorporation, the Belgian public notary will give his consent for unblocking the deposited funds (via a certificate sent to the Bank and confirming the execution of the notarial deed). The notarial deed is deposited at the Registrar Office of the Commercial Court. Belgian banks are familiar with the procedure.
4. Draw up the appraisal reports (only in the event of a contribution in kind): The shareholders may also make a contribution in kind to the company consisting of assets other than cash, provided that such assets have an economic value (e.g. real estate, shares in another company, a claim for the payment of an amount of money etc). In such cases, an appraisal report must be issued by an auditor (save certain exceptions). This report must describe the assets and the valuation methods applied. In addition, the founding shareholders must prepare a report stating the reasons why the asset contribution is in the interest of the company and, as the case may be, the reasons why they do not agree with the findings of the auditor’s report. Both reports must be delivered to the notary on the date of execution of the incorporation deed. They, together with the incorporation deed, must be filed at the Registrar Office of the Commercial Court by the notary.
5. Notarize the incorporation deed: The incorporation deed must be recorded in a notarial deed to be executed by the founders and a Belgian public notary. The founding shareholders must be present or represented when the corporate deed is enacted before the public notary. To be represented, a power of attorney must be provided and attached to the incorporation deed. The signature on such a power of attorney need not be legalized.
6. Register the incorporation deed: A corporation obtains a legal personality separate from that of its shareholders as of the date of filing of the incorporation deed at the Registrar Office of the Commercial Court in the judicial district where the company has its registered office. This filing is handled by the Belgian notary who executed the incorporation deed. The notary is required by law to file the incorporation deed within 15 days. In principle, a company may not enter into any transaction (e.g. lease of premises, purchase of assets etc) until it has a legal identity. However, it is possible for one or several persons to carry out a transaction on behalf of a company “in incorporation” prior to the moment when it acquires a legal identity.
7. File for publication in Belgium’s Official Gazette: The company’s incorporation deed must be filed for publication in the Annexes to the Belgian Official Gazette - Belgish Sttatsblad Moniteur Belge.
8. Obtain a corporate registration number: A company may not commence business activities prior to its registration at the Crossroads Bank for Enterprises (CBE). It must be registered at the CBE in the judicial district where it has its registered office. Apart from the fulfillment of other conditions, a company cannot be registered at the CBE unless people having management powers (typically the managing director) give proof of good management skills. Consequently, a certificate of basic knowledge of managerial skills needs to be obtained, based on either a diploma or the experience of the manager. This formality might sometimes prove to be time consuming but can be avoided if the company can prove that it (or its parent) does not qualify as a small or medium sized company (i.e. has more than 50 employees, a turnover above EUR 7 000 000 or a balance sheet exceeding EUR 5 000 000 during two consecutive years). In this respect, a declaration of honour (“affidavit”) by the foreign corporation or its parent is sufficient.
9. Apply for a VAT identification number
10. Affiliate with a social insurance fund.

Thanks to access to notarial system www.e-notariat.be, notaries are able to register articles of incorporation electronically with the Central Enterprise Databank (BCE / KBO), the commercial court and the Belgian Official Gazette (Moniteur belge / Belgisch Staatsblad) in a single operation.

The name of an associate, the corporate purpose or any other name can be chosen as a company name. It should also contain a legal name either in full – société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid, or in shortened form SPRL / BVBA.

In order to avoid confusion or unfair competition (so that one company is not mistaken for another), you must ensure that you choose a name which is not already used by another company or which would resemble another company’s name. Similarly, it is also important to verify that the name is not a registered trademark or is not already the name of an organization or association.

In general, a notary public will verify these aspects before the company’s incorporation. Among others, you can search for active registered companies via the Enterprise Crossroads Bank or check the section of the Belgian Official Gazette website which is reserved for commercial companies.

In Belgium additional licensing is required for trust, insurance and banking services. In the meantime BVBA are not allowed to distribute funds and carry on insurance activities. There are also some restrictions for foreign investors in such fields as post, energetics, broadcasting, public transport and telecommunications.

Belgian companies must maintain a registered office in Belgium. It should be a real address, not a PO Box.

Accounting books, minutes of Board meetings and Shareholders meetings should be kept at the registered office.

A new Belgian company developing activities can rent (lease), buy or build premises. Most small and medium sized businesses start by renting space according to their particular needs. Local authorities can assist in finding appropriate premises. For example, in Flanders it would be Flanders Investment & Trade, in co-operation with local development authorities and/or real estate advisers who will prepare an overview of potential locations in the different areas of Flanders, according to the specifications of the potential investor.

One of the typical features of a so-called commercial lease is that the lease is contracted for a nine-year period but can, under certain conditions, be terminated by either party after any three-year period, albeit it under specific conditions for the lessor.

Leases must be registered for tax purposes only and therefore must be in writing, stipulating the duties and obligations of the respective parties. Under Belgian Law, registering a lease also gives more protection to the tenant when the premises are sold by the landlord to a new owner during the execution of the lease.

Generally, a landlord will require a deposit which usually equals three to six months rent. This can be provided by a deposit in cash with a bank or by a bank guarantee. In the latter case, the bank will charge the tenant a small fee.

It is not required from Belgian companies to have a seal.

The redomiciliation of companies either to or from Belgium is not permitted.

A Belgian company is required to have a minimum of one director. Director should be properly qualified what should be confirmed by educational diploma or certificate on practical experience. Directors can be residents and non-residents, individuals and corporates. Directors are not bound to be shareholders.

Board of Directors can pass its powers to the managing director. Board meetings are held according to the procedure adopted in the Articles of Association.

Secretary is not required in Belgian companies.

Belgian companies may have at least one shareholder. Shareholders can be individuals and corporates, residents and non-residents. Nominee shareholders are permitted.

General Meetings are to be held annually according to the Articles of Association following the end of each accounting. Place of meeting should be at the registered office or at another place specified in the minutes of the meeting.

Information on the company shareholders is disclosed to the local agent and filed on public record.

Since 2018, Belgium has introduced a Registry of Beneficiaries, which includes information on the ultimate owners and beneficiaries of companies, foundations, non-profit organizations, trusts and other similar structures.

Companies are required to keep reliable, accurate and up-to-date information about their beneficiaries and submit it to the electronic registry within a month.

In November 2022, Belgium suspended public access to the register of beneficiaries pursuant to the Court of Justice of the EU (CJEE) decision in consolidated cases C-37/20 and C-601/20 of November 22. The Court ruled that Article 1, paragraph 15(c) of Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018, which provides for access to information on the beneficiaries of legal persons for any member of the public, was invalid as it constituted a serious interference with the fundamental rights to respect for privacy and to the protection of personal data enshrined in Articles 7 and 8 of the EU Charter of Fundamental Rights.

The capital must be fully subscribed at the time the company is incorporated, to the amount of EUR 18 550.

Each share subscribed in cash must be at least one-fifth paid up. Shares corresponding to contributions in kind must be fully subscribed at the time of the incorporation. Of the total capital, a minimum of EUR 6 200 must be paid up in the account of the SPRL / BVBA. If the company has only one founder a minimum of EUR 12 400 needs to be paid-up.

All shares are nominative shares and have to be registered in a share register. Bearer shares cannot be subscribed. The transfer of shares takes the form of a declaration of transfer in the share register and is subject to certain transfer restrictions. The shares cannot be transferred unless the transfer is approved by a special majority of partners.

In Belgium there is an open register of companies - Crossroads Bank for Enterprises (BCE / KBO). It includes the following information on companies:

• Registered capital amount
• Credit debt;
• Registered address;
• Information on shareholders;
• Information on directors.

The European Union directive on data protection sets a number of requirements with which companies processing personal data in any EU country must comply. Belgian law has implemented this directive. When a company established in Belgium undertakes activities that involve (directly or indirectly) the processing of personal information about, for instance, its employees or customers as individuals, it must abide by the Belgian data protection regulations.

The processing of data includes any business operations performed upon personal data such as the collection, recording, storage, use, dissemination or destruction of data. The data protection rules apply to the manual processing of personal data (provided the personal data is, or will be, included in a filing system) and to the processing of personal data by automatic means (e.g. by computer), regardless of whether this is done routinely or only once for a specific purpose.

The processing of personal data is permitted if certain conditions are met - for example, when the individuals concerned have given their consent or when processing is necessary for a company to perform a contractual obligation towards the data subject.

The manner of processing is also subject to specific legal requirements. In particular, data can be collected only for legitimate, specific and explicit purposes. If there is further processing for other reasons, the data subjects must, in principle, give their consent to the new processing. There should also be a relevance between the data collected and the purpose of the processing. In addition, the processed data must be accurate and, where necessary, be kept up to date.

Companies are permitted to transfer personal data to third (non-EEA) countries only if the third country in question ensures an adequate level of protection. These processing operations will also have to be notified to the Commission for the Protection of Privacy, except in case of exemptions based on the applicable rules regarding notifications.