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Your contact person for this topic:
Evelyne Ruland
Lawyer
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Contact
- +32 11 29 47 01
- e.ruland@euregio.law
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Further publications on this topic:
- Setting up a company in Belgium: subsidiary or branch office?
- Overview of the reform of Belgian company law
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More on this topic:
- Company formation
- Corporate law
Foreign companies that want to establish a presence in Belgium often choose to set up a Belgian subsidiary. For foreign entrepreneurs, the natural question is: How do you establish a subsidiary in Belgium? What steps are involved? Below, we explain step by step how to set up a company in Belgium.
1. Choose a Belgian legal personality
Entrepreneurs and investors in Belgium have several options for setting up subsidiaries or independent companies, including various forms of corporations and partnerships. The choice of legal form for a subsidiary depends on the interests of the parent company.
The most common Belgian company form is the private limited liability company (BV in Dutch or SRL in French), which is characterised by the absence of a statutory share capital and exceptional flexibility. For large companies with many shareholders, or for publicly listed companies, the standard form is the public limited liability company (NV in Dutch or SA in French).
2. Preparation of articles of association or shareholders' agreement in Belgium
In the articles of association, shareholders can make arrangements regarding the distribution of profits, the transfer of shares (such as consent clauses, pre-emption rights, or inalienability clauses), voting rights, and more. As a shareholder, a shareholders‘ agreement can help prevent potential conflicts in advance, such as unwanted share transfers or forced exclusions.
A registered office is also required. If the company is based in Wallonia or the German-speaking region, you must additionally demonstrate your competence as a director.
3. Create a financial plan for Belgium
The requirement to maintain a minimum capital at all times has been abolished for the formation of a Belgian private limited liability company. Upon formation, a Belgian BV must have “sufficient capital” to carry out its planned activities. The founders of a BV must assess, on a case-by-case basis, how much capital is needed to sustain the planned activities for at least two years.
The founders must also justify the composition and adequacy of the capital in a financial plan, which must include several legally required details. Since there is no longer a minimum capital requirement, this financial plan plays a key role in assessing the founders’ liability.
The financial plan in Belgium must contain at least the following information:
- A detailed description of the activity
- Overview of the sources of financing and any collateral required
- Opening balance sheet and balance sheet after 12 and 24 months
- Profit and loss account after 12 and 24 months
- Statement of income and expenditure for the next 12 and 24 months (cash flow statement)
- Assumptions for the turnover and profitability calculation (including investment budget)
- Name of the external tax advisor who prepared the financial plan
4. Opening a Belgian bank account and applying for a bank certificate
To set up a company in Belgium, you generally need a Belgian bank account into which the start-up capital is deposited.
In practice, this often causes delays, as banks require extensive documentation and the completion of numerous formalities before an account can be opened. For example, registration in the Belgian register of beneficial owners (UBO) is typically required. In most cases, the bank will also want to meet the founder in person at a Belgian branch.
Once the account is opened, the deposit (as calculated in the financial plan) must be paid in. The bank then issues a certificate of payment to the notary, who needs this certificate to incorporate the company.
5. Sign the notarised deed of incorporation
Once the notary has received the financial plan and the bank confirmation, the BV can be established through a notarised deed. This deed also includes the articles of association. The notary then files the deed of incorporation with the company court and arranges for its publication in the Belgian Official Gazette.
6. Other formalities to be completed by company founders in Belgium
- Registration with the CBE
Jedes Unternehmen ist verpflichtet, sich bei der Zentralen Datenbank der Unternehmen (ZDU/KBO/BCE) registrieren zu lassen. Sie erhalten dann eine Unternehmensnummer, die auch als Umsatzsteuernummer dient.
- Activate Belgian VAT number
If you regularly supply goods or services as part of your business activity, you are liable for VAT in most cases. You must therefore activate your company number as your VAT number.
- joining a Belgian social scurity fund
As a director, you are subject to the social status of self-employed persons. For this reason, you must join a social insurance fund for the self-employed. This must be done before you start working. You are free to choose the fund.
Both the company and the director must be registered with a social insurance fund.
As we frequently assist foreign companies in setting up a subsidiary in Belgium, we have put together a comprehensive company formation package. This package covers all the steps outlined above, providing full support throughout the entire incorporation process from A to Z. It includes the preparation of a financial plan by an accountant, assistance with opening a bank account, and, if necessary, representation at the notary.
Do you have a question or a concern?
Do not hesitate to contact Evelyne Ruland if you would like to set up a company in Belgium. Evelyne Ruland is happy to assist you.
