Starting a Business in Belgium

This table summarizes the procedures and costs associated with setting up a business in Belgium.

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Standardized company

Legal Form: Société privée à responsabilité limité/besloten vennootschap met beperkte aansprakelijkheid (SPRL/BVBA)
City: Brussels

Registration Requirements Summary:


  Procedure Time to complete: Cost to complete:
1 Deposit at least 20% of the initial capital with a Belgian credit institution and obtain a standard certification confirming that the amount is held in a blocked “capital” account 1 day no charge
2 Deposit a financial plan with the notary, sign the deed of incorporation and the by-laws in the presence of a notary, who authenticates the documents and registers the deed of incorporation 1 day fixed registration duty of € 25 + publication cost € 224.70 + notarial fees around €957 and notary's various costs (including file and administrative costs) = approximately € 1,557
3 Register with the Register of Legal Entities, VAT, and social security at a centralized company docket (guichet-entreprises / ondernemingsloket) and obtain a company number 2 days (1 day for commercial registration, 1-2 days for social security and VAT) EUR 75 (registration fee) + EUR 50 (VAT registration)

Registration Requirements Details

Procedure 1.
Deposit at least 20% of the initial capital with a Belgian credit institution and obtain a standard certification confirming that the amount is held in a blocked “capital” account
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The full amount of capital must be fully and unconditionally subscribed, but it does not have to be immediately paid in unless the capital contribution is fully in kind. However, by law, a fifth of the total capital (no less than EUR 6,200) must be paid in. For those private limited liability companies incorporated by only one shareholder, the amount of the capital to be paid in was increased to EUR 12,400 (as of August 2, 2004).
Procedure 2.
Deposit a financial plan with the notary, sign the deed of incorporation and the by-laws in the presence of a notary, who authenticates the documents and registers the deed of incorporation
Time to complete:
1 day
Cost to complete:
fixed registration duty of € 25 + publication cost € 224.70 + notarial fees around €957 and notary's various costs (including file and administrative costs) = approximately € 1,557
Name of Agency:
Comment:
The authentication act (which includes the initial version of the bylaws) must be drawn up in either French, Dutch or German, and must be signed by the parties involved. (The required content is outlined in Articles 69 and 226 of the Company Code.)

The financial plan describes and justifies the amount of initial capital. The plan must show that the initial capital will cover company operations for at least the first 2 years. The founders sign the plan and deposit it in the notary public’s custody before incorporation.

Notaries have access to the online system through
Procedure 3.
Register with the Register of Legal Entities, VAT, and social security at a centralized company docket (guichet-entreprises / ondernemingsloket) and obtain a company number
Time to complete:
2 days (1 day for commercial registration, 1-2 days for social security and VAT)
Cost to complete:
EUR 75 (registration fee) + EUR 50 (VAT registration)
Name of Agency:
Comment:
Since July 1, 2003, registration with the trade registries (one or several) and the social security authorities has been centralized.

After the filing of the deed of incorporation, the clerk's office will automatically register the company with the Register of Legal Entities, which is part of the Crossroads Bank for Enterprises. The company will be given a single identification number, the enterprise number (numéro d'entreprise, or ondernemingsnummer), which can be activated only by using a recognized one-stop shop (guichets d'entreprises or ondernemingsloketten).

Based on the number of employees, the projected annual turnover, and the shareholder class (private individuals), the company will qualify as a small- or medium-size enterprise (SME) according to the meaning of the Promotion of Independent Enterprise (General Provisions) Act of February 10, 1998. For a small or medium-size enterprise, activation of the company's registration with the Crossroads Bank for Enterprises (as referred to above) will be possible only once a certificate of competence has been obtained. The person in charge of daily company management must evidence his knowledge of business management with documentary proof of education (diplomas, etc.) or practical experience.

The company may request the VAT registration number either directly from the local VAT administration or through the centralized company docket, which can apply for the VAT registration number electronically (but in both cases, the VAT registration number will be granted by the VAT administration). As of January 1, 2005, the VAT registration number and the social security number were replaced by a single enterprise number that includes the previous trade registration number.

The company must register with the social insurance fund for self-employed persons (caisse d'assurances sociales pour travailleurs indépendants,” or “sociale verzekeringskas voor zelfstandigen") within 3 months of incorporation. It must pay into this fund an annual contribution of EUR 868 at most. In addition, if the company has employees in Belgium, it must register with the Belgian social security administration for salaried workers (ONSS/RSZ) and comply with all applicable Belgian employment regulations.

The fee for registering a company is EUR 73 for the main business entity and EUR 73 for every additional business unit to be registered with the Crossroads Bank for Enterprises. VAT registration is (a) free of charge, if done directly through the competent local VAT office, and (b) EUR 50 (VAT excluded), if done through a one-stop shop (company docket).