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Company Formation Belgium

Updated on Monday 14th May 2018

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The first step when deciding to start a business in Belgium is to select three company names for your future firm.  

The chosen names must be submitted with the Belgian competent authorities and after that, you should wait for the confirmation. In order to benefit from a fast and simple incorporation procedure of a Belgian company, there are a few requirements foreign investors must fulfill:

- the client must present identification documents such as passport copies, identification cards or driver license of both shareholders and directors and a recent utility bill or a bank statement as proof of residential address;

- in order to open a bank account, the above-mentioned documents are required together with the application forms from the bank where the share capital will be deposited;

- the minimum share capital for incorporating a company in Belgium is 18,550 euros from which, if the company has one shareholder, two thirds must be paid upon incorporation and one third must be paid if there are two shareholders. The amount of the share capital will be retained in a blocked “capital” account once the bank has analyzed and approved the clients’ request. 

- the shareholders must create a financial plan that proves the share capital will sustain the company’s activities for a period of two years and present it to a Belgian public notary.

Appointing a director has some restrictions when opening a company in Belgium. For EU-investors there are specific regulations that require a company’s director to have a certain educational level. For non-EU investors who want to open a company in Belgium, the director must satisfy three conditions:

- if the shareholder appoints him or herself as director, the director will be self-employed, therefore he/she will require a professional card;

- if the director is appointed by the shareholder, the director will require a work permit as a proof of employment in the company;

- if a non-EU citizen is married to an EU-citizen, a member of the family can vouch for the director.

Once all the above conditions are met, the investor or a representative invested with a power of attorney will sign the required documents in front of a Belgian public notary. As a final step, the company will be registered with the Register of Legal Entities and obtain a tax ID. Once all the required documents have been notarized, they will be submitted to the Trade Register for approval.
 

REQUIREMENTS FOR COMPANY FORMATION 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.
 

SERVICES PROVIDED FOR BELGIUM COMPANY INCORPORATION


- drawing up the articles of association that can be signed through 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.

- establishing a 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.

- incorporating 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.

- registering a 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. Foreign companies can also open extensions of the parent company in Belgium.
 

BELGIUM KEY FACTS


-the standard VAT rate in Belgium is 21%. A 12% rate is applied to restaurants, while food, printed materials, medical devices and a few others benefit from a reduced rate of 6%;

- the corporate tax in Belgium is set at 34%;

- for Belgian companies, the dividend tax is set at 25%, but a 15% reduced rate applies to residential real estate investment companies.

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 and VAT registration.

Please contact us for more information and prices.

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