Belgium is a small but well-developed country that relies on trade activities to maintain its financial stability. Starting 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.
Our team of company formation lawyers in Belgium can help investors observe the current company formation regulations, can help with legal representation and, for foreign investors, can assist during the communication with various Belgian institutions.
Company formation in Belgium is a straightforward process. Investors are required to follow a few basic steps that start with drafting the company’s Articles of Association in front of a notary public, registering them with the Commercial Court for the company to obtain a corporate status, publishing the company’s documents in the Belgian Official Gazette and then obtaining an enterprise number from the Central Enterprise Databank (BCE/KBO). The next steps are:
- deposit the minimum share capital in a Belgian bank account;
- obtain the necessary special permits and licenses;
- register for insurance and social security;
Our team of company formation lawyers in Belgium can help investors during all of these required steps. Do you need other legal services in Belgium? Our lawyers can help you in a wide range of matters, including immigration. In case you need immigration services in another country, you should know that we have a wide network or immigration law firms, in Greece, Switzerland, Poland, Sweden and even in Australia or New Zealand.
Types of companies
NV – a public limited company
BV – a private limited company
VOF – general partnership
CommV – limited partnership
No more minimum capital required for the BV/SRL
Minimum number of
1 for the BV/SRL
Limited to the amount of their capital investment
Residency requirements for foreign investors
Full foreign ownership permitted (Yes/No)
Company name requirements
Does not infringe a name that is already registered
Registered office requirement
Based in Belgium
Main registration documents
Memorandum and Articles of Association
Mandatory corporate registration
With the Crossroads Bank for Enterprises Other tax and social security registrations
Licenses and permits
Corporate tax rate
Other taxes for companies
30% withholding tax on dividend payments 21% standard value-added tax and 0%,6%, 12% reduced rates 30.57% or 25% of the gross salary social security contributions, depending on the type of employee Payroll tax, real property tax, stamp duty and other taxes apply
Investment deductions for R&D activities Offset of tax attributes (in some cases) Innovation income deduction regime (subject to conditions)
Types of companies in Belgium
The process of opening a company in Belgium begins with choosing an appropriate type of legal structure. There are several types of companiesforeign 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) does not require a minimum share capital, following a number of changes to its regime. 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 founders 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 is only to the extent of the contributions made to the company's capital.
- 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. If you are thinking of starting a business in Belgium and want to choose the partnership, our corporate lawyers can give you more details about this legal entity;
- 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. A foreign legal entity can also open an extension in Belgium - this is the branch and it will perform the same busienss activities and the foreign corporation will be liable for the branch's debts and obligations in Belgium.
- 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.
Company formation steps in Belgium
The list below, presented by our team of company formation lawyers in Belgium, contains the main steps for the formation of the two mainly used types of companies in the country, the limited liability company (SPRL) and the company limited by shares (SA). The steps are the following:
Draw up the company documents: the Articles of Association are drafted by a notary in Belgium and will include details about the company itself as well as the names of the shareholders and their shares in the company.
The business plan: a business plan for the future company needs to be drafted and will include the company project (products and services offered, market study, human and financial resources and requirements) as well as a financial plan; these are all unified into a provisional plan and submitted to the notary.
The bank account: the new Belgian company will have a bank account opened in its name that will serve the business purposes and will also be used to deposit the share capital.
The registration of the incorporation documents: the Articles of Association are legalized by a notary once they are final and then they are published in the Belgian Official Journal.
The registration of the company: the new legal entity is registered with the Crossroad Bank for Companies.
The VAT number: once registered, the new legal entity can ask for a VAT number; there is no specific registration threshold.
Social security registration: this is needed for companies in order to hire employees and registration with a payroll agency will also be required.
Special permits: some companies may find that special permits and licenses are required for their type of activity; one of our attorneys in Belgium can offer more details.
These steps are only generally described here and we recommend contacting our team for more detailed information according to the type of company you wish to incorporate in Belgium. We can also offer you details about the special registration requirements with the Financial Markets Authority for those companies offering financial instruments.
Some of the costs for opening a Belgian company include the following:
-The notary fees: these are calculated according to the company’s share capital and will be larger for a SPRL compared to a SA.
-The publication fees: these apply when the Articles of Association are published in the Belgian Official Journal; around 250 euros.
-The company registration fees: payable upon registration with the Crossroad Bank, average fees around 70 euros.
-The VAT registration fees: average fees around 50 euros for the VAT registration of the company.
These fees are only related to the ones payable to Belgian institutions. Other start-up fees will be specific to the business activities and will relate to renting/buying the office space, equipping the office and purchasing the equipment needed for running the business. These costs should be included in the initial financial plan for the company.
Requirements for companies in Belgium
Companies in Belgium are expected to comply with the annual accounting, filing and auditing requirements. The annual financial statements are submitted to the National Bank of Belgium and the annual accounts are drafted according to the Belgian Generally Accepted Accounting Principles. Large companies, like the SA, need to follow more comprehensive rules for annual submissions, by complying with the International Accounting Standards as well as the EU Directive rules for reporting. Examples of the types of documents included in the annual financial statements include the balance sheet, the income statement and the relevant notes or supporting documentation.
The benefits of investing in Belgium
Investors will find many benefits in starting a business in Belgium. Among these, they will have the advantage of:
- 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 in Belgium 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.
Our team of company formation lawyers in Belgium can help investors who wish to start a business in any of the three regions in the country. Specialized legal aid can be useful, especially in those cases in which the investor is not familiarized with the local language, either French or Flemish (depending on the area where the investment takes place). Our attorneys can help you from the initial stages to the final procedures of obtaining special permits and licenses and can then be of legal assistance whenever needed for your business purposes in Belgium. We can also provide information about EORI registration in Belgium for trading companies.
Many investors choose to work with a team of Belgian accountants, such as our own experts, in order to ensure complete tax compliance once they incorporate the chosen type of company. Annual reporting and auditing can differ between company forms, according to their size. By working with our team you will make sure that you comply with the annual reporting and filing requirements.
Why Open a Small Business in Belgium?
The conditions for starting a small business in Belgium are: have the right age (over 18 years or age or 16 for craftspeople), have a visa for Belgium (only for certain foreign nationals), register the business and obtain a company number.
The company needs to have a unique name and a bank account. VAT registration is also needed and when hiring employees, investors will need to observe the Labour Law.
Belgium also has a large number of self-employed individuals. Operating as a sole trader has its advantages in terms of the initial capital investment but offers no liability protection.
One of our lawyers in Belgium can tell you more about each of the company formation steps.
Business opportunities abound in Belgium. Entrepreneurs can choose to start their own, freelancer business, collaborate up with another like-minded professional or set-up a corporate entity. The latter is a good business choice in terms of liability: when opening a private limited company or a public limited company the investor is not liable with his own assets.
Starting a business in Belgium is an important decision and one for which the investors needs to be prepared not only with a business idea or product but for which he needs to be prepared to handle the various requirements that apply in the chosen business field. Opening a software company will differ from starting a patisserie, not in terms of the actual steps for company registration but in how the entrepreneur prepares the business plan, the capital, and the marketing for the business.
The following list of ideas is a rough guide that may be suited for those investors who have a relatively small start-up capital. You can find inspiration in these ideas as well as draw up the business plan for your own innovative business idea or product. Whatever you decide to do, our team of agents who specialize in company registration services can help you if you are interested in starting a business in Belgium.
Our five small business ideas in Belgium are the following:
Opening a delivering company is possible for those entrepreneurs who have one or more vehicles and have organizational skills. Delivering organic vegetables as well as other products in a local area can be a suitable idea for a small business in Belgium. Hauling services can also be included in this category. For this type of business, it is important to have a network of clients as well as establish a fleet of vehicles and have reliable employees, especially drivers.
Setting up a cleaning services company can be done with a low initial investment and with a minimum number of employees in Belgium. An advantage is that the company can have both corporate and individual clients and can gradually expand the client base, especially when they provide quality services and offer efficient and/or affordable solutions compared to larger companies that may have higher prices. As the business expands, the owner may choose to extend to other Belgian cities apart from the one where the company is registered. Starting a business in Belgium in this sector could be a good ideea and our lawyers can definitely assist you through all the company registration phases.
Selling products and services online is a good idea to get started in Belgium. Investors who want to exploit this field can buy and resell items or they can provide their own personalized products. Minimum licensing is needed and investors can work from home. One particular advantage that is important compared to the other ideas presented in this article is that an online business can offer its goods and services to clients in other countries, not only in Belgium. The fact that it is not geographically constrained can make it particularly successful, especially with the right marketing and promotional strategies via popular online platforms. Setting up a merchant bank account will be important for this type of business and one of our agents can help you handle this step during the initial stages once you decide to start a business in Belgium.
Gardening is popular among many people and those who do not have the time to do it themselves will still need to tend to their garden. Some knowledge of landscaping and design are needed and a good knowledge of plants. The initial start-up capital will include that for purchasing the vehicle/vehicles used by the team to arrive on location as well as the equipment needed. Contracts with local florists may be needed for a constant supply of flowers and types of shrubs or trees.
Small café/ restaurant
Although maybe not so low budget as the rest of the suggestions, starting a café or a restaurant in Belgium can be a good idea. Brussels, Bruges or Ghent are cities that attract a large number of tourists and opening a café or restaurant will mean that the business will have an almost constant stream of clients. The location will be very important as well as staffing the restaurant (and hiring chefs). Investors will need to get special permits and licenses and this can be a reason why the process is considered more complicated than for other businesses. If you are interested in starting a business in Belgium in this sector, one of our lawyers can assist you when submitting the needed license applications and can help you comply with the various regulations in the foodservice industry. The restaurant industry is one that generates a high annual turnover and investors may find that there is room in the market for different types of cuisines.
Karel Mul is our experienced lawyer in Belgium and an active member of numerous international organizations. He is a Doctor of Laws and Master of Roman Notarial Law (Ghent University). He will help you resolve any legal issue you may encounter.
I had a very good collaboration with LawyersBelgium.com from the first day. They have a team of professional attorneys with high expertise in Belgian law. I definitely recommend them to any person in need of consultancy within this country.
Mihai Cuc, Partner of Enescu & Cuc Law Firm www.RomanianLawOffice.com