Step 1 – Select the right business type
Management, accounting, tax system and liability differ according to whether you choose to set up a branch or subsidiary.
As a new entrepreneur, you must open a current business account in the company’s name with a financial institution that is established in Belgium. The bank account number must be mentioned, together with the name of the financial institution where the account is maintained, on all commercial documents (e.g. letters and invoices).
- Draw up the articles of association
They need to be inserted into the memorandum of association of the company. Typical articles of association contain the names of the corporate founders, name and goal of the company, how the general assembly is conducted, and other rules concerning the governance of the company.
- Apply for a bank certificate
A fixed minimum amount of capital is required to incorporate a public limited liability company – referred to as ‘naamloze vennootschap’ or NV in Dutch. The minimum capital must be fully subscribed upon establishing the NV. The bank certificate issued by the financial institution acknowledges that the minimum amount of capital has been deposited into a blocked current account in the company’s name.
- Draw up a memorandum of association
A memorandum of association, which is drawn up by a notary for certain company types, is required when establishing a company. For the act to be drawn up and executed, you need: the financial plan and the bank certificate for a contribution in cash as well as the report from a company auditor and the special report from the founder(s) for the contribution in kind.
- Draw up a financial plan
When incorporating a company, you need to hand over a financial plan to the notary who keeps it.
- Register the memorandum of association
This needs to be done within 15 days at a registration office of the FOD Finance.
- Publish the memorandum of association
The founders of a company must submit an extract of the memorandum of association, signed by the notary (if applicable) and all liable associates, to the commercial court registry in the jurisdiction where their head office is based within 15 days of the company’s creation.
The company acquires legal personality on the day the extract of the memorandum of association is deposited at the commercial court registry. The extract of the memorandum of association must be published in Annexes to the Belgian Official Gazette within 15 days of being deposited. This is done by the court clerk. Third parties can only object to the memorandum of association from the day of publication, unless the company can prove that said third parties already knew about the memorandum.
- Open a company register
To carry out a commercial or trade activity, your company must be registered in a database called ‘the Crossroads Bank for Enterprises’ or – in Dutch – ‘Kruispuntbank van Ondernemingen’ (KBO). To get your company registered, you need to turn to an enterprise counter of your choice. They will verify whether your company meets all requirements. If so, they will register your company at the Crossroads Bank for Enterprises.
Upon registration, you will receive your unique business number, which consists of ten digits and is the same as your VAT number.
Bring the following documents with you to complete the registration:
Any entity that performs an economic activity on a regular basis and independently supplies goods or provides services that are listed in the VAT Code must pay and/or charge VAT. With the business number you received at the business one-stop-shop, you can register with the VAT administration office of your region. This can be done either in person or electronically (upon payment through the enterprise counter).
If you establish a company, you must register yourself and your company with a social security fund for self-employed workers.
Step 7 – Open for business!
- Be aware of the costs involved in translating documents (all should be in Dutch), publishing documents and paying for notarizations.
- Choosing a unique corporate name is a must.
- Belgian companies must comply with Belgian accountancy law.
- Companies have the option of leasing, buying or building premises.
- Companies must comply with all EU data protection and privacy requirements.