Company Formation in Belgium

STEPS FOR COMPANY FORMATION IN BELGIUM

Once the decision to open a Belgian company has been taken, the client must provide three company names as per his/her choice. The names submitted will be checked by the Belgian Authorities and availability thereof will be confirmed in the shortest of time. Every foreign investor should be informed that the incorporation of a Belgian company is a very straightforward procedure, provided that the following conditions are met:

1.    the client provides a series of identification documents, among which we mention: passport copies of the shareholders and directors, utility bills showing the address of the clients, etc.

2.    among other forms provided by the bank, the above documents are also required for the set-up of the bank account where the share capital is to be injected as follows:

- if there is only 1 shareholder, the minimum amount paid upon incorporation is 12,400 Euros.

 - if there are 2 shareholders, the minimum total amount will be 6,200 Euros.

The amount of the share capital is to be kept into a blocked bank account, but only after the bank approves the request of the future clients. In other words, the bank committees analyze the applicant’s file and when their accept has been given, the client must transfer the respective amount.

3.    the shareholders must provide the notary public in Belgium with a financial plan showing that the company’s share capital will be sufficient for the business to be conducted for an initial period of two years

The foreign investor must take into account the following so called restriction related to the appointment of the director:
EU-citizens ought to be aware that there are specific regulations with regard to the educational level of the company's director.

Non-EU citizens have the following three options in order to become the directors of the future company:

-    If the shareholder appoints himself/herself as director, then the director is self-employed, and must obtain a professional card
-    If the shareholder is the one appointing the director, then the director becomes an employee of the respective company and therefore a work permit must be obtained.
-    Last, but not least, if the non-EU citizen is married to a EU citizen, then a member of the family (i.e. spouse/brother/sister) who holds a degree can vouch for the director.

The following step for opening a company in Belgium will be signing the required documents in front of a Public Notary in Belgium. This can either be done personally or through a Power of Attorney if the founders will not travel to Belgium.

3) Last but not least, the final step is to register the company with the Trade Register and to obtain Tax ID. Once all the company formation related documents have been properly notarized as per the Belgian legislation, they will be filed with the Trade Register for approval.

REQUIREMENTS FOR COMPANY FORMATION IN BELGIUM

- any person of any nationality or residence can be director or shareholder in a Belgian company, subject to certain rules, as described above;
- the shareholders of a company established in Belgium can be both natural persons or legal entities;
- a company in Belgium must hold a local registered office (service provided by BridgeWest)
- a plan comprising financial information on the future business must be prepared (service provided by BridgeWest)
- depending on the shareholding structure (please see above), the incorporation of a BVBA (Limited Company) requires the injection of a share capital amounting to 12,400 EUR or 6,200 EUR.

SERVICES PROVIDED FOR BELGIUM COMPANY INCORPORATION

> drafting the Articles of Association (necessary for the company incorporation in Belgium); The Articles of Association of the Belgian company can be signed through Power of Attorney (the same applies to Public Notary proceedings, a step required by Belgian Law).

> drafting all other documents required for the incorporation of the Belgian company;
These documents include: Specimen Signatures, Special Forms provided by the Company Registration Office in Belgium, passport copies etc.

> arranging Public Notary procedures (The procedures for incorporating a company in Belgium have to be done through a Belgian Public Notary);

> offering a Registered Office in Belgium for your company (if required);
The registered office may be any address where the Belgium company declares to have its headquarters. The registered office will be public.

> setting up a bank account for your Belgian company.
This refers both to an initial share capital account as well as a current bank account after the company is formed.

> recommending an accountant in Belgium;
Accountancy services are recommended for any new business registration in Belgium.

> Establishing a Private Limited Company (Besloten Vennootschap met Beperkte Aansprakelijkheid/ Société Privée à Responsabilité Limitée, BVBA/SPRL) - The private limited company is designated for smaller business having a minimum required capital of EUR 18.550 paid by shareholders. In case of one shareholder, the minimum amount paid upon incorporation must be EUR 12,400. If there are 2 shareholders, the minimum amount which will have to be paid prior to the actual incorporation is EUR 6,200. The company may be established by one ore more founders who may be individuals or companies, Belgian citizens or foreigners. The shareholders are liable to the company's debts and obligations only to the extent of their contributions.

> Incorporating Public Limited Company (Naamloze Vennootschap/Société Anonyme, NV/SA) - This is a company formed by at least two people, individuals or companies, residents or non-residents, Belgian citizens or not, who contribute to the company's capital in exchange for shares. The shareholders bear a liability limited to the amount of contribution paid. This type of company is designed for larger enterprises, as the minimum required capital must be at least EUR 61.500.

> Registering a Belgian Branch, Subsidiary or Representative Office-Any foreign company is able to set up branch entities in Belgium. These can be set up as separate entities from the parent company (Belgian companies having the foreign company as shareholder) or extensions of the parent-company in Belgium.

BELGIUM KEY FACTS

> The standard VAT Rate applicable in Belgium is 21%. However there are reduced rates of 12% or 6% that are applicable in some conditions.
> For companies opened in Belgium, the tax on dividends is 25%, however in certain conditions it can be reduced to 15%.
> Every foreign investor should know that Belgium is one of the top locations to commence business in Europe. In addition to the affordable tax regime, the Belgian Government offers plenty incentives and benefits in order to create the best climate for foreign investors who want to open a company in Belgium.

BridgeWest is also able to offer ready-made Belgian companies and VAT registration.

Please contact us for more information and prices.