Company Formation Belgium
Updated on Monday 17th December 2018
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Belgium is a country that offers important advantages in terms of positioning in Europe: investors who start a company here benefit from a central European location, with easy access to neighboring countries and the rest of Europe. The foreign investment policies are favorable and full company ownership is permitted for non-nationals.
Our agents who specialize in offshore company setup can help foreign investors interested in opening a company in Belgium. One of our specialists is able to handle your case, starting with counseling for selecting the proper business form as well as drawing up the constitutive documents and making the necessary submissions (when possible, in your name).
Our agents who specialize in offshore company setup can help foreign investors interested in opening a company in Belgium. One of our specialists is able to handle your case, starting with counseling for selecting the proper business form as well as drawing up the constitutive documents and making the necessary submissions (when possible, in your name).
Steps for opening a company in Belgium
In summary, the main steps for opening a company in Belgium consist of drawing up the Articles of Association and executing the incorporation deed before a public notary. Registration with the Crossroads Bank for Enterprises in mandatory.
Selecting the name for the company and choosing the type of company are the first steps. The name must be a unique one and it must be submitted for a check and registration with the Belgian authorities. Once the name is settled, investors are expected to:
- present the identification documents for the company shareholders and directors (passport copies, as well as proof of address in some cases);
- open a bank account as per the local requirements: in order to open a bank account, the identification documents mentioned are required together with the application forms from the bank where the share capital will be deposited;
- submit the required minimum share capital as per the chosen type of company: the minimum is 18,550 euros for a private limited liability company; out of this amount two thirds must be paid up upon incorporation if the company has one shareholder, and one third must be paid up if the legal entity is formed by two partners. The share capital will be retained in a special account when the bank has approved the request to open corporate account.
- the shareholders are required to draw up a financial plan for the company that will reflect that the capital will support the company's activities (for approximately two years); this plan is presented to the public notary that handled the incorporation deed.
Once all the above conditions are met, the company's incorporation deed is signed in front of a Belgian public notary by the investor/founder; in some cases, it can also be signed by the representative when a power of attorney is used. The final step is to submit the registration documents with the Crossroads Bank for Entreprises and then obtain the company tax number.
Selecting the name for the company and choosing the type of company are the first steps. The name must be a unique one and it must be submitted for a check and registration with the Belgian authorities. Once the name is settled, investors are expected to:
- present the identification documents for the company shareholders and directors (passport copies, as well as proof of address in some cases);
- open a bank account as per the local requirements: in order to open a bank account, the identification documents mentioned are required together with the application forms from the bank where the share capital will be deposited;
- submit the required minimum share capital as per the chosen type of company: the minimum is 18,550 euros for a private limited liability company; out of this amount two thirds must be paid up upon incorporation if the company has one shareholder, and one third must be paid up if the legal entity is formed by two partners. The share capital will be retained in a special account when the bank has approved the request to open corporate account.
- the shareholders are required to draw up a financial plan for the company that will reflect that the capital will support the company's activities (for approximately two years); this plan is presented to the public notary that handled the incorporation deed.
Once all the above conditions are met, the company's incorporation deed is signed in front of a Belgian public notary by the investor/founder; in some cases, it can also be signed by the representative when a power of attorney is used. The final step is to submit the registration documents with the Crossroads Bank for Entreprises and then obtain the company tax number.
Types of companies in Belgium
Investors in Belgium can open several types of companies, according to their business needs. The choice can be based on a few key factors such as ease of incorporation, necessary capital, the number of founders, taxation and accounting requirements for the chosen business form, the level of liability for the founders as well as the survival of the business in time (especially relevant for family businesses).The list below summarizes the characteristics of the types of legal entities that can be incorporated in Belgium:
- the private limited company (Besloten Vennootschap met Beperkte Aansprakelijkheid/ Société Privée à Responsabilité Limitée, BVBA/SPRL) – the private limited liability company is chosen for small businesses and requires a minimum share capital of 18,550 euros. If the company has one shareholder, the minimum start-up capital that must be paid upfront rises up to two thirds or 12,400 euros, while for two shareholders the minimum share capital to be paid up is one third or 6,200 euros. The company can have one or more individuals or legal entities as founding members who can be nationals or foreigners. The shareholders will be accountable for the company’s debts and obligations to the extent of their contributions.
- the public limited company (Naamloze Vennootschap/Société Anonyme, NV/SA) – this type of company is meant for large enterprises and requires a minimum share capital of 61,500 euros. The founding members can be nationals or foreigners, natural persons or legal entities that will contribute to the company’s capital in exchange for shares. The shareholders’ liability will be to the extent of their contributions.
- the partnership: this can be general (SNC), ordinary limited (SCS) or limited with share capital (SCA); they are all established by two or more partners, with the main differences lying in liability: in the general one all partners are liable while in the limited one, there ate two types of partners: the working ones who handle the management and are liable and the sleeping ones who have no implication in the management process and are not liable.
- the Belgian branch, subsidiary or representative office - foreign companies are allowed to set up separate enterprises from the parent company, where the foreign company will be a shareholder in a Belgian company; the branch is an extension of the parent company and it is fully dependent on it while the subsidiary is independent and separate; the representative office can only be used for marketing or promotional purposes and cannot derive profits from Belgium. Our European and offshore company setup agents can assist businessmen who wish to expand their business to Belgium and use one of the three forms described here.
- the sole trader: this is the one-man business, an independent individual who engages and develops his own business; the company formation costs and requirements are low compared to the corporations and the business can start much more quickly; however, the owner or the sole trader is the only one liable for the debts and obligations of the business.
Requirements for company formation in Belgium
The following issues are common requirements/conditions for opening a company in Belgium:
- any person - no matter his or her nationality or residency - can be a director or a shareholder in a company in Belgium;
- shareholders of a Belgian company can be natural persons or legal entities;
- the company must have a local registered office (BridgeWest offers this type of service);
- a plan containing financial information for the future activities of the company (BridgeWest provides this type of service).
Depending on how many shareholders the company has, the incorporation of a limited liability company (BVBA) will require a minimum share capital of 12,400 euros - if the company has one shareholder - and 6,200 euros - if the company has two shareholders. Our experts in European and offshore company formation matters can give you more details about the minimum share capital.
Belgium unites three different regions: Flemish, Walloon, and Brussels-Capital. It is important for investors to understand that these may have different requirements for business management and personalized counseling, depending on the region, may be needed.
Our experts in European and offshore company formation matters can give you more details about the minimum share capital and the specific requirements according to the region.
Services provided for Belgium company incorporation
We offer the following types of services to investors who wish to open a company in Belgium:
- drawing up the articles of association that can be signed through a power of attorney (Belgian laws require powers of attorney for any public notary proceedings);
- drawing up documents for company incorporation in Belgium: specimen signatures, identification papers copies, application form required by the Company Registration Office;
- arranging public notary proceedings (all procedures for company incorporation are done in front of a Belgian public notary);
- providing a registered office in Belgium on demand; the registered office serves as headquarters for the company in Belgium and it will be made public;
- setting up a bank account for the company in Belgium; BridgeWest will help you set up the share capital bank account, as well as a current bank account once the company is incorporated;
- recommending a Belgian accountant, as accounting services are needed for new businesses in Belgium.
Key facts about Belgium
The main taxes for companies in Belgium are the following:- the corporate income tax: 33.99% including the surtax;
- the value added tax: 21% standard value and reduced rates of 0%, 6%, 12% for selected types of good and services provided by VAT taxpayers;
- the withholding tax: on dividends, interest, and royalties, has different rates of 0%, 15%, 30% and other rates depending on whether or not a double tax treaty is in place between Belgium and another foreign country;
- social security: varies according to the category of employee (white-collar or blue-collar) and it is approximately 38% of the gross salary of the employee if he is a blue-collar worker and 32% of the gross salary for white-collar employees (these values are the ones payable by the employer); a special regime with lower rates applies to companies with less than 20 employees in Belgium;
- other taxes: the real property tax and the transfer tax are examples of other taxes.
As far as tax compliance in Belgium is concerned, in most cases, the tax year is the same as the accounting year, or another twelve-month period, as chosen by the company. Companies are required to file their own returns and cannot make consolidated returns. The filing is performed at least one month after the general shareholder’s meeting has approved the financial statements; it cannot take place more than six months after the end of the financial year. Failure to comply with the reporting requirements results in penalties in the form is a surcharge and administrative penalties of 10% to 200% of the due tax. The Federal Tax Administration is the main tax authority in the country. Entrepreneurs interested in knowing more about the different requirements can reach out to one of our specialized agents in Belgium.
Belgium provides an attractive investment environment for foreign companies looking to expand their business thanks to the flexible taxation system, the benefits, and incentives for foreign investors who want to start doing business in Belgium.
BridgeWest is also able to offer ready-made Belgian companies. These are companies that have been incorporated and registered as per the Belgian law but have been left to age, uninvolved in business transactions. They are also sometimes called “shelf companies” and their primary advantages is that the new owner can start trading as soon as the transfer papers are complete – a much faster process; moreover, the ready-made company will not have a trading history, no debts and can seem more credible in the eyes of creditors as well as clients because or the fact that is has been incorporated for some time. Investors who wish to explore this option can reach out to one of our agents for more details about the characteristics and the advantages of shelf companies.
Please contact our European and offshore company setup experts for more information and prices.
Belgium provides an attractive investment environment for foreign companies looking to expand their business thanks to the flexible taxation system, the benefits, and incentives for foreign investors who want to start doing business in Belgium.
BridgeWest is also able to offer ready-made Belgian companies. These are companies that have been incorporated and registered as per the Belgian law but have been left to age, uninvolved in business transactions. They are also sometimes called “shelf companies” and their primary advantages is that the new owner can start trading as soon as the transfer papers are complete – a much faster process; moreover, the ready-made company will not have a trading history, no debts and can seem more credible in the eyes of creditors as well as clients because or the fact that is has been incorporated for some time. Investors who wish to explore this option can reach out to one of our agents for more details about the characteristics and the advantages of shelf companies.
Please contact our European and offshore company setup experts for more information and prices.