The Belgian Company Act regulates the process of incorporation for all types of companies as well as supervising the legal activity of the businesses. There are mainly four types of company formation choices in Belgium:
1) Belgian Private Limited Company (BeslotenVennootschap met BeperkteAansprakelijkheid/ Société Privée à Responsabilité Limitée, BVBA/SPRL);
2) Belgian Public Limited Liability Company (NaamlozeVennootschap/Société Anonyme, NV/SA);
3) Belgian one-person Private Limited Company (EenpersoonsBeslotenvennootschap met BeperkteAansprakelijkheid/Société d’Une Personne à Responsabilité Limitée, EBVBA/SPRLU), and
4) Belgian Cooperative Company with Limited Liability (CooperatieveVennootschap met BeperkteAansprakelijkheid /Société Coopérative à Responsabilité Limitée, CVBA/SCRL).
The BVBA/SPRL and NV/SA company types are the most commonly used type of companies.
Three names must be submitted at the Belgian Register of Companies (KBO/BCE). A name may be rejected if it is considered as similar or lead to confusion with a name of an already registered legal entity. The suffix will depend on the choice of legal entity.
ARTICLES OF ASSOCIATION
The existence of the Articles of Association for a BVBA/SPRL company is an essential requirement. As with all Belgium legal entities, writing and signing the articles of association, must be made at the notary’s office. Essentially information such as the legal form of the entity, the full name of the entity, the registered address, the particulars of any individual authorized to act on behalf of the company, the amount of the capital, the financial year’s end and start, as well as the details of the director or manager for the legal entity’s day to day administration, must be included in the articles of association.
The BVBA/SPRL may have one or more shareholders who need not be nationals or residents of Belgium. Unless otherwise indicated by law, any individual or legal entity in the world has the legal right to invest in Belgium. Initial shareholders are recorded in a public register, and nominees are not allowed under Belgian law. Of course, a parent company can be formed in a jurisdiction allowing nominees and be used as a shareholder of the Belgian company.
The minimum capital is EUR 18.550, half of which has to be paid in at the company’s creation, with a minimum paid in capital of EUR 6.200 when there are two or more shareholders and EUR 12.400 when there is only one shareholder. Capital may also be paid in kind, assets however must be valued first by a legal auditor.
A BVBA/SPRL may have one or more directors, however it is highly recommended that at least one director is resident and/or a national from the European Union, but need not live in Belgium. Full details of the identity of the directors will be disclosed. According to the requirements set out, the director must prove professional ability to hold their position, either by passing an examination, or by holding a college degree, or by professional background.
There is currently no requirement to appoint a local corporate secretary.
Any legal entity incorporated in Belgium must have its registered offices in Belgium in order to benefit from the tax treaties. A PO Box or similar is not acceptable, and as the tax administration visits newly formed companies, there is a danger of being sued for termination of the company as being fictitious.
Certain business activities are regulated in Belgium and require a license or special permit in order to start doing business. It is advisable prior proceeding with the purchase to advise the activities in order to comply with the necessary requirements.
At least one meeting of the board of directors must take place (where more than one director is appointed), in order to approve the annual accounts and the management report, whilst written resolutions may not be utilized for a meeting of the board of directors.
It usually takes about four to five working days to incorporate a BVBA/SPRL company.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
Provision of Registered office.