Belgium Company Formations
The most popular company stuctures in Belgium are the BVBA (besloten vennootschap met beperkte aansprakelijkheid) or an SPRL (société privée à responsabilité limitée). The BVBA is a type of company which resembles the UK Private Limited Company.
Features of a Belgium Company
- A BVBA/SPRL must maintain a Registered Office in Belgium
- ABVBA/SPRL only requires one shareholder and may be an individual or a corporation
- Where the company only has one shareholder, the company is called a EBVB/SPRLU
- Formation of a company in Belgium requires the Director to be educational or professionally qualified
Company Registration Procedure - BVBA/SPRL
- Draft an incorporation deed
- Prepare a business plan
- Deposit the share capital in a bank account
- 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
A company bank account must be opened with a bank in Belgium and each shareholder must deposit the amount to be paid up on its shares, prior to the execution of the incorporation deed. This account remains blocked until the incorporation of your Belgian BVBA company.
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
Only one director of any nationality is required. New incorporations in Belgium requires the director to have educational or professional qualifications.
Belgium Company Shareholders
Only one shareholder is required without restrictions on nationality.
Authorised and Issued Share Capital
The share capital of a - BVBA or SPRL is €18,550. Of this, € 6,200 needs to be deposited into a bank account before the incorporation process.
Recent legislation has allowed a new model incorporation - the "starter" company. With this model, the S-BVBA or SPRL-S, the company can start with €100, but must reserve profits so that share capital reaches €18,550 within five years.
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
Obtain a corporate registration number
Companies doing business in Belgium have to be registered on the Kruispuntbank voor Ondernemingen/Crossroads Bank for Enterprises.