Company Set Up Criteria
Information on the specific conditions for setting up different types of company in Belgium...
There are many different forms of company in Belgium. The most common forms are limited companies and cooperatives.
- For a full list of different company types, plus detailed explanations of each, see Company Structures.
Public limited companies, one-person private limited companies and limited liability companies
- Financial plan: The founders must draw up a financial plan in which they justify the amount of share capital. This document must be submitted to a notary but is not published. If, on the date of incorporation, the initial capital is clearly inadequate to ensure the normal conduct of business for at least two years, the founders will be held liable for the company's debts if it is declared bankrupt within three years of its formation.
- Contributions: The future shareholders must lodge funds in the company bank account before it is formed. The financial institution issues a certificate to be handed to the notary who will append it to the memorandum and articles of association.
Funds can be freed in only two ways:
- Once the company has been formed only persons authorised to commit the company may have access to its funds and only after the notary has advised the financial institution that the memorandum and articles of association have been executed.
- If the company is not formed within three months of the account being opened funds will be returned, on request, to those who lodged them.
The company auditor must draw up a report describing and valuing the contributions in kind and the founders must issue a report stating the value to the company of these contributions. If the two values are different, the founders must state why; the two reports must be lodged with the clerk of the commercial court (handelsrechtbank/tribunal de commerce).
- Formation: The company is formed by a deed drawn up and certified by a notary (notarised). The deed must include the memorandum of association itself, the articles of association and, generally, the initial management appointments.
- Procedure: The notary must lodge a copy of an excerpt from the deed of formation with the clerk of the commercial court within a fortnight of the deed being executed so that it can be published in the Appendix to the Belgian Official Gazette. The company will acquire legal personality from the moment the excerpt is lodged.
As soon as the deed has been executed, it must be lodged with the Land Registration and Estates Department (Administratie, Registratie en Domeinen/Administration du cadastre, de l'Enregistrement et des Domaines) (in Dutch & French)
- Share register: Shares in a registered form must be entered in a share register kept at the company's registered office.
Cooperative companies with limited liability
Cooperative companies with limited liability have the same conditions except that the registration fee for a partnership is 12.5 percent (10 percent in the Flemish Region) where real estate property wholly or partly used for, or intended for use as, private residential purposes is contributed by a natural person.
Cooperative companies with unlimited liability
- Financial plan: No financial plan is required
- Contributions: The constraints associated with a limited partnership do not apply for contributions in cash and kind
- Formation: The company may be formed by notarised deed or by a private deed (except if real property is contributed), in which case two original copies suffice
- Procedure: A certified copy, or duplicate, and an excerpt (in duplicate) of the deed, signed by all the partners (or by one of them appointed by all the others), must be lodged with the clerk of the commercial court (handelsrechtbank/tribunal de commerce) within a fortnight of the deed being executed so that it can be published in the Belgian Official Gazette. The company acquires legal personality as soon as the documents are lodged with the court. The deed must also be lodged with the Land Registration and Estates Department as soon as it has been executed
- Share register: Shares must be entered in a register kept at the company's registered offices