Belgium Company Formations
The most popular company structures in Belgium are the BVBA (besloten vennootschap met beperkte aansprakelijkheid) or an SPRL (société privée à responsabilité limitée).
|Belgium Fees to Incorporate||Belgium Annual Maintenance Fees|
|Company Formation – £3500||Provision of Registered Office – £1750|
|Provision of Registered Office – £1750||Directors Register Maintenance – £175|
|Bank Account Assistance – £640|
BVBA/SPRL Company Registration
- Draft an incorporation deed
- Prepare a business plan
- Draw up the appraisal reports – in the event of a contribution in kind
- Notarise the incorporation deed
- Register the incorporation deed
- The company’s incorporation deed must be published in the Belgian Official Gazette
- Obtain a corporate registration number
Before establishing your company you will need to prepare a business plan. The plan should provide an overview of the financial resources needed for the first two years.
The registrar’s office will register the company with the Register of Legal Person and issue a unique identification number.
Belgian BVBA/SPRL Company Incorporation
- Reserving your Company Name
- Drawing up of the financial plan
- Assist with defining the business plan
- Liaising with the local registrar and relevant authorities
- Structuring the company as per your requirements
- Prepare your Company Registration Forms
- Drafting the Articles of Association for the notary
- Supervision of the drawing up and signing of the Memorandum of Association
- File the documents with the Register of Legal Entities
- Minutes appointing first Directors
- Preparing the minutes of the first Board Meeting
- Registering Deeds with the Commercial Registry and obtaining of the Numéro d’Entreprise / Ondememingsnummer
- Monitoring the registration of the company in the Trade Register
- Notification of the commencement of business to the VAT authorities
- Notarial Work: Presentation of Documents
- Initial Government licence fee payable on incorporation
- Certificate of Incorporation
- Issue of shares and production of Share Certificates
- All documents and certificates supplied in a professional folder
- Delivery of documents by FedEx / DHL courier
Belgium Company Directors & Shareholders
Only one director of any nationality is required. Corporate Law in Belgium requires the director to have an educational or professional qualification. Proof of this is required – a copy of a college or university accreditation, professional diploma or continued professional development certification.
Only one shareholder is required without restrictions on nationality.
As of January 2020 a Belgian Code of Companies and Associations states that BVs/SRLs no longer have any minimum share capital requirements.
The BV/SRL’s equity is comprised of the contributions of shareholders, reserves and profit carried forward that serves as protection for creditors.
The minimum share capital requirement is replaced by the obligation for the shareholders to ensure that the company has sufficient funds at incorporation to carry out its activities
Your company requires a registered office in Belgium, which we can provide.
There is no legal requirement for a Belgium company to have a company secretary.
Documents and Information
To start incorporating your company in Belgium, we require the following:
- The Company Name
- The Directors’ full name, date of birth, address and nationality
- Shareholders’ full name and address
- The objects of the company, specifying the principal activity
- The amount of capital and the number of shares subscribed to each member
- A financial plan, which should include information about how the initial investment, share capital covers the needs of the company for the first two years
Corporate Registration Number
Companies doing business in Belgium have to be registered on the Kruispuntbank voor Ondernemingen/Crossroads Bank for Enterprises.
Belgium Business Plan
To incorporate a Belgian company a business plan is required covering the first two years of operations, we can assist in the drawing up of your business plan.
This needs to include the following:
- A summary balance sheet that justifies the amount of capital made available by the shareholders in order to run the business
- Setting up of the accounting system
- Drawing up of the accounting plan
- Classification and entry of the accounting documents
- Show the initial capital that will cover the operations of the company for at least the first two years
The business plan is not a public document but remains in the files of the notary who enacted the incorporation deed.
If within three years following the date of incorporation the business goes bankrupt the court may decide to look at the business plan to check whether or not the founders can be found liable for insufficient start-up capital. In certain cases in Belgium the founders have be held liable for the debts of the bankrupt Belgian company.
Financial Information required for the Business plan
- Company turnover
- Direct costs – directly linked to the turnover
- Non direct costs – rents, cars, office costs, insurance
- Employees – number of employees
- Investments – type and amount of each investment
- Where the investments will be paid from – equity, banks loans, other loans
Director Information – to manage the company proof is required to show capability of the director:
- Degree Certificate
- Details of previous directorships
Information required when formulating your business plan:
- Your company name
- Company address – this will have influence on the language of your company statutes (in French or Dutch in Brussels/In Dutch within Flanders/In French within Walloon region)
- Name and address of the shareholders and copy of ID/passport
- Equity – minimum €18,550
- Equity to transfer directly on a bank account – €12,400 if 1 shareholder or €6,200 if 2 or more shareholders
- Business activities of the Company
- Proof of Residency and copy of passport of the Director(s)/Shareholder(s)
- Directors may be of any nationality
- Only one director is required
- Directors need professional qualifications
- The director can be a person or a corporation
- Shareholders may be of any nationality
- Only one shareholder is required and this can be the same person as the director
- The shareholder can be a person or a corporation
Power of Attorney
It is not a requirement to visit Belgium during the incorporation process because, it is possible to be represented. A power of attorney certified with an Apostille must be used for this purpose, then we can represent you as the founder and/or shareholder before the notary.