Company Registration in Belgium

COMPANY  REGISTRATION IN BELGIUM

Belgium or the Kingdom of Belgium is a Western European country bordered by Germany, France, the Netherlands, Luxembourg, and the North Sea. It is home to a population of over 11 million people with Brussels (multilingual city) as the capital and largest city in the nation.

Belgium has two diverse cultural regions, the Flanders (Dutch speakers) and Wallonia (French speakers), there is also a small German-speaking community. The official languages of Belgium are French, Dutch, or German. The official currency of Belgium is the Euro.

Belgium is a federal constitutional parliamentary monarchy. It is the seat of the European Union and the European Council and the European Commission. It is also a member of the United Nations, NATO, OECD, WTO, and a signed treaty to the trilateral Benelux Union and Schengen area. The authority responsible for company formation and registration-related activities in Belgium is the Belgian Trade Registry.

If you are going to start a trading company, you may - depending on the region – have to demonstrate your knowledge of business management and possibly your professional competence too. Non-trading companies often follow their own professional regulations.

BENEFITS OF COMPANY FORMATION IN BELGIUM

• Easier incorporation process for this jurisdiction;

• Attractive location and strategic central access to Europe;

• Complete foreign ownership;

• Favorable tax regime;

• Low minimum share capital;

• Developed an infrastructural system;

• No foreign exchange restrictions;

• Double taxation treaties signed with 80 plus countries;

• Recognized as the official capital of Europe.

 

BUSINESS IN BELGIUM: TYPES OF COMPANIES

The most common types of a company set up in Belgium are:

1. Foreign Branch Company:

 A foreign company may set up a branch in Belgium. A branch is not a separate legal entity, so the foreign company is responsible for the branch’s obligations and debts.

The branch must appoint a representative in Belgium with the capacity to incur liability to third parties on behalf of the company. Companies that establish a branch in Belgium must obtain a business number after registering with the BCE by the competent commercial court registry.

Two conditions must be fulfilled to establish a branch:

1) The representative must deal regularly with third parties at a fixed address

2) The representative’s authority does allow an indefinite number of operations

 

2.Public Limited Company (PLC):

The PLC is Belgium’s typical proprietary company structure with limited liability and legal entity status. A PLC must be set up by two or more people who contribute a fixed amount of money to the business in return for shares. Each member’s liability is limited to the amount that is contributed. It must have at least 3 directors.

Naturally, the costs, administrative and regulatory reporting requirements are also higher.

The key conditions of this business structure are:

There must be at least two shareholders.
There must be at least three members of the board.
The minimum amount of capital that must be fully paid is EUR 61,500.
The minimum amount of paid-up capital is EUR 6,200.

 3.Private Limited Liability Company (PLLC): 

  The PLLC is set up by two or more people, who may only give up their interest in the business under certain conditions. It is favored by family-run businesses and small-to-medium-sized enterprises (SME). In return for shares in the company, the shareholders contribute a fixed amount, and liability is limited to that amount.

The key conditions of this business structure are:

There must be at least two shareholders.
The minimum amount of capital that must be fully paid is €18,600
The minimum amount of paid-up capital is €6,200

4.Starter-Private Limited Liability Company (S-PLLC): 

   This company structure allows the formation of a company with just one person or shareholder and requires less capital. It is considered suitable for SMEs or family-run businesses.

Although there are similarities between this and a private limited company, such as the minimum amount of capital still being €18,550, there are certain differences:

Minimum capital is set between 1 and 18,600 euros (the minimum capital required for a usual SPRL).
The minimum amount of paid-up capital is €12,400.
Only an individual, not a legal entity, can be a shareholder

 

COMPANY FORMATION REQUIREMENTS

-Certificate of incorporation;

-Memorandum and Articles of Association;

-Minimum of one shareholder and director (A legal entity or individual can be the shareholder);

-A Legal registered office address;

-Financial statements;

-Extract and search reports of the company;

-Minimum required share capital

-The minimum authorized capital for a Limited Liability Company is € 18,600, €12,400 should be paid immediately (for a shareholder) or € 6,200 per shareholder (for more than one shareholder) while;

-Specimen signature.

HOW TO REGISTER A COMPANY IN BELGIUM: THE REGISTRATION PROCESS?

Step 1. Law and Trust works with the client to get the company’s name and activity approval from the Belgian Trade Registry;

Step 2. Law and Trust works with the client to secure the Memorandum of Association (MOA);

Step 3. Law and Trust collects, prepares, and files the necessary incorporation documents on behalf of the client to the relevant authorities for approval;

Step 4. Law and Trust works with the client to open a corporate bank account in Belgium;

Step 5. Law and Trust delivers the certificate of incorporation personally to the client or via courier service.

 

Foreign investments in Belgium

Foreign investors are welcomed in Belgium and they enjoy the same rights as local entrepreneurs. Full foreign ownership is allowed in the country and only in some rare situations, the government can deem it necessary to block an investment. 

A set of tax incentives are available and are targeted specifically at innovative businesses and those that engage in research and development activities. For example, an R&D credit allows for the reduction of the total costs associated with these types of activities by 5 to 8%, when companies are able to meet certain conditions.

There is no exchange control in Belgium, however, the National Bank will collect information on cross-border transactions and those transactions with non-residents in some cases; the purpose is to report the balance of payments.

Incorporating a company in Belgium follows a specific procedure:

The process of setting up a company in Belgium usually takes about one week if all the necessary documentation is properly prepared and required translations in French or Dutch are provided by the investor. It is mandatory for every new business in Belgium to have a registered office in a city of their preference. Alternatively, entrepreneurs can opt for a virtual office, which provides the necessary physical address for registration but incurs additional costs.

Under certain circumstances, a legal representative who has been authorized by a power of attorney may be responsible for registering a company in Belgium. However, this representative is not permitted to open a corporate bank account. The task of opening the account must be carried out by the shareholder, who will also be designated as the account holder.

During the initial phase, the company is required to deposit a minimum of 20% of the initial capital into a Belgian credit institution. This institution will then issue a standard certification to confirm that the funds are being held in a restricted "capital" account. Following this, a financial plan must be submitted to a notary, and the deed of incorporation and the company by-laws must be signed in the presence of this notary, who will authenticate the documents and register the incorporation deed.

In contrast to countries like Cyprus, which require a minimum of two weeks for company registration, the process of registering a Belgian company at the centralized company office (guichet-entreprises / ondernemingsloket) takes only one week. Afterward, the necessary incorporation documents will be sent to the Register of Legal Entities, tax authorities, and social services to obtain the VAT, social security, and a unique company number.

Once the registration process for the company in Belgium is done, it becomes essential to hire employees to kick-start operations. To find suitable candidates, companies can explore job websites or seek assistance from recruitment agencies, as Belgian employees are known for their exceptional skills. This enables them to select the most suitable personnel for the newly established company, including an accountant to handle financial activities. Additionally, we offer a range of legal services in Belgium and would be pleased to provide a customized proposal

 

Frequently Asked Questions about Company Formation in Belgium

 1. Can a foreigner open a company in Belgium?

Belgium welcomes foreign investments and foreigners have the same rights to open a company as a native. However, they will need to comply with the existing legislation for investments.

 2. What are the types of companies that can be incorporated in Belgium?

The private limited liability company is the most popular business form in the country. Other types of companies include the public limited company, the limited partnership, the partnership limited by shares, the general partnership, the cooperative, the sole proprietorship, or branches of foreign companies.

3. Does the company need to have an office in Belgium?

A registered office based in Belgium is necessary for any company incorporated in the country.

4. What are the steps for company incorporation in Belgium?

 - Choosing a suitable business structure

- Choosing an available name

- Drawing up the company documents

- Registration with the Belgian Trade Register

- Obtaining VAT number and other necessary permits and licenses

5. What are the requirements for opening a bank account in Belgium?

The company’s bank account is important for future financial transactions as well as for depositing the share capital. Banks in Belgium will usually require the company’s incorporation documents and data about the founders in order to open a corporate bank account 

6. What are the reasons to invest in Belgium?

Foreign investors choose to open a Belgian company because of the Central-European location, the multicultural environment, the qualified workforce, and the open economy.

Generally, thanks to EU initiatives, companies can be formed within 3 days, although it would be advisable to allocate 2 weeks for paperwork and other contingencies. Finally, though not required, it is possible to engage a Payroll Agency that can help identify and manage the social security and welfare obligations of the company. This is highly recommended.

 

Private Limited Company (BV in Dutch, SL in French)   Public Limited Company (NV in Dutch, SA in French)   NV/SA  - info on demand as this is more for big entities, factories, etc.	Types of companies
-18.600 € to be paid into the company account to start the incorporation;   -capital may also be in kind (a house, a patent, etc.)	Minimum share capital for LTD Company
1	Minimum number of shareholders for Limited Company
2 weeks	The time frame for the incorporation
25%, but for small companies reduction is possible to 20%	Corporate tax rate
30%, but may be lower as there are various reductions and exemptions	Dividend tax rate
21%	VAT Rate
Various reductions and exemptions are available if you want to open a company in Belgium.	Any Tax incentives
No	Are Shelf Companies Available?
No	Do you supply a Registered Address/Virtual Office?
No	Local Director Required
No	Annual Meeting Required
No	Redomiciliation Permitted
Yes	Electronic Signature
Yes	Is Accounting/Annual Return Required?
Yes ,100%	Foreign-Ownership Allowed
Available in certain cases	Any Tax Exemptions Available?

 

Updated on Saturday , January 20th , 2024