Company incorporation in Belgium
Belgium is a small but well-developed country that relies on trade activities to maintain its financial stability. Opening a business in Belgium
can prove a very inspired decision for foreign investors looking for new expansion opportunities. The "one-stop-shop" allows for a quick registration of a new business in Belgium
and investors can commence their activities in less than a week.
Setting up a new company in Belgium is very straightforward. Investors must follow a few basic steps: draft the company’s Articles of Association in front of a notary public, register them with the Commercial Court for the company to obtain a corporate status, publish the company’s documents in the Belgian Official Gazette and then obtain an enterprise number from the Central Enterprise Databank (BCE/KBO). The next steps are:
- deposit the minimum share capital in a Belgian bank account;
- register with the Belgian Commercial Register;
- obtain the necessary special permits and licenses;
- register for insurance and social security;
Types of companies in Belgium
There are several types of companies foreign investors can open in Belgium. Each of them has its own particularities and while some are suited for large businesses and listing on the Stock Exchange, others are merely legal forms destined to be managed by one individual. The types of Belgian companies are:
- the private limited company
(Besloten Vennootschap met Beperkte Aansprakelijkheid/ Société Privée à Responsabilité Limitée, BVBA/SPRL) requires a minimum share capital of 18,550 euros. If the company has one shareholder the minimum start-up capital
must be paid up-front and rises up to two-thirds, or 12,400 euros, while for two shareholders the minimum share capital to be paid up is one-third or 6,200 euros. The company can have one or more individual or legal entities as founding members. They can be nationals or foreigners. The shareholders of a Belgian BVBA will be accountable for the company’s debts and obligation to the extent of their contributions.
- the public limited company (Naamloze Vennootschap/Société Anonyme, NV/SA) requires a minimum share capital of 61,500 euros – in cash or in kind. The founding members can be nationals or foreigners, natural persons or legal entities that will contribute to the company’s capital in exchange for shares. The shareholders’ liability will be to the extent of their contributions.
- partnerships that can be general (société en nom collectif/vennootschap onder firma, SNC/VOF), limited by shares (société en commandite par actions/commanditaire vennootschap op aandelen, SCA/CVA), or ordinary limited (société en commandite simple/gewone commanditaire vennootschap, SCS/GCV). The general and ordinary limited partnerships do not have minimum share capital requirements while the limited partnership requires a minimum share capital of 61,500 EUR.
- cooperative companies can have unlimited liability (société coopérative à responsabilité illimitée/coöperatieve vennootschap met onbeperkte aansprakelijkheid, SCRI/CVOA) and limited liability (société coopérative à responsabilité limitée/coöperatieve vennootschap met beperkte aansprakelijkheid, SCRL/CVBA). The cooperative with limited liability does not require a minimum share capital.
- branch offices, subsidiaries
or representative offices
: foreign companies are allowed to set up separate enterprises from the parent company, where the foreign company will be a shareholder in a Belgian company. Foreign companies can also open extensions of the parent company in Belgium
– the Belgian branch which will be completely dependable on the company abroad.
- the sole proprietorship: the simplest business form that can be incorporated in Belgium. There is no distinction between the founder and the company and the individuals is fully liable with his assets.
The benefits of investing in Belgium
Investors will find many benefits in opening a company in Belgium. Among these they will have the advantage of:
- a skilled and highly-qualified workforce;
- a pro-business environment encouraged by foreign investment incentives;
- excellent location in Europe.
Corporate taxation in Belgium
applies for all companies on their worldwide profits and income, including capital gains and has a final rate of 33.99%. Other taxes for companies include payroll taxes, transfer taxes, the value added tax, a real estate tax, stamp duty and social security contributions. A company is considered a tax resident in Belgium if it has its main establishment, registered office or management office in the country. It does not matter where the company is actually incorporated.
Belgium has three distinct regions; Brussels, Flanders, and Wallonia. Each is located in areas of the country that target different business fields. For example, the Brussels-Capital region is preferred by international companies that take advantage of its central location and the proximity to important European institutions. Flanders is a region where the logistics, ICT, biotechnology and food production sectors are very well developed while the Wallonia is known for transport and logistics businesses or those in areas like mechanical engineering and environmental technologies.