Belgium

Starting a Business in

Belgium

Below is a detailed summary of the bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate and register a new firm in Belgium. It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income.

This information was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 189 economies. The most recent round of data collection was completed in June 2014.

Compare Belgium to 188 other economies.

  • Standardized Company

  • Legal form: Société privée à responsabilité limité/besloten vennootschap met beperkte aansprakelijkheid (SPRL/BVBA)
  • Paid in minimum capital requirement: EUR 6,200
  • City: Brussels
No. Procedure Time to Complete Associated Costs
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
Agency: Commercial Bank

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 paid-in cash (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 is EUR 12,400. In some cases, the paid-in and minimum capital can be reduced to EUR 1. Indeed, the Belgian legislation allows, when certain conditions are present, to set-up a limited liability company (called SPRL Starter /BVBA Starter) without the minimum capital and paid-in capital of the SPRL/BVBA (article 214, §2 Company). However, this does not apply to the case study.
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
Agency: Notary Office

The authentication act (which includes the initial version of the bylaws) must be drawn up in 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 (www.e-notariat.be).

The e-notariat system (e-depot project) allows notaries to electronically file the deed of incorporation with the various data banks (Crossroads Bank for Enterprises, Official Gazette) and to obtain the enterprise number of the company within a few minutes.

For the notary fees, the following formula shall apply:
- For the range of capital EUR 0 - 37,000 [= max EUR 37,000], the rate is 0.570%
- For the range of capital EUR 37,001 – 99,000 [= max EUR 62,000], the rate is 0.399%
- For the range of capital EUR 99,001 – 224,000 [= max EUR 125,000], the rate is 0.285%
- For the range of capital EUR 224,001 – 534,000 [= max EUR 310,000], the rate is 0.171%
- For the range of capital EUR 534,001 – 1,784,000 [= max EUR 1,250,000], the rate is 0.057%
- For the range of capital EUR 1,784,001 – 3,333,500 [= max EUR 1,549,500], the rate is 0.0228%

For the surplus, the rate is 0.0114%.
1 day Fixed registration duty of EUR 25 + publication cost of EUR 174.90 + Notary fees around EUR 1,064 + notary's various costs (including file and administrative costs) of about EUR 300 (VAT excluded)
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
Agency: One-Stop Shop Register

The registration with the trade registries (one or several) and the social security authorities is 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). The VAT registration and social security registration are done through a single enterprise number. The company therefore only needs to request the activation of the enterprise number as VAT registration number, if necessary for its activities. This activation can be done by the one-stop shop or directly by the VAT administration.

As of 1 April 2010, the company must register with the social insurance fund for self-employed persons (""caisse d'assurances sociales pour travailleurs indépendants"" / ""sociale verzekeringskas voor zelfstandigen"") at the latest on the day of the start of the activities, and no longer 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 82.5 for the main business entity and EUR 82.5 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 local VAT office and (b) EUR 55 (VAT excluded) if done through a one-stop shop (company docket).
2 days (1 day for commercial registration, 1 day for social security and VAT) EUR 82.5 (registration fee) + EUR 55 (VAT registration)

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