Business registration

The registration of a new company is done via the Antwerp Invest Desk.

Registration

The registration of a new company is done via the Brussels Enterprise Agency (BEA)A company can be one of two categories:

  1. the branch office
  2. the subsidiary

The branch office is a representation office (a branch), not a separate entity of the foreign-based mother-company. The subsidiary is considered a Belgian company, which owns its own capital and board of administration.In order for a company to open a branch office in Belgium, there are a few documents that have to be legalized by a notary from the origin country and translated into Flemish or French by a Belgian sworn translator prior to the publication into the Belgian Official Journal (Le Moniteur Belge). Translation is not required when the documents to be produced are already established in one of the official languages. Corporate resolutions Company by laws Copy of the company registration to the local court of commerce.

VAT Identification Number

Sometimes also known as a VAT registration number, this is the unique number that identifies a taxable person (business) or non-taxable legal entity that is registered for VAT. The term for the Belgian VAT is le numéro d’identification à la taxe sur la valeur ajoutée BTW – identificatienummer. This 14-numbered code must be shown on every company invoice. You will receive your VAT identification number after your company’s registration at the Belgian Chamber of Commerce is completed.

Check whether a VAT number is valid

Legal forms

Administrative steps:

  1. A) Court of commerce: The documents listed above must be registered with the court of commerce of the judiciary area where the branch is established.
  2. B) One stop desk for companies: The branch must afterwards go to a “one stop desk for companies” which will register it to the Crossroad bank for enterprises in order to be granted:

– A company number
– A VAT number
– Affiliation to a payroll agency

  1. C) Fees: Additionally to legal and fiscal fees, the branch must also allow a budget to:
    – Translate the documents (1.5€/line of text) Denial of liability, copyright and privacy www.bea.irisnet.be
    – Fees for the publication to the Belgian Official Journal (247€/page)
    – Registration to the Crossroad Bank for Enterprises (73€)
    – Registration to the VAT (53€)Contact: Court of Commerce Boulevard de la deuxième armée Britannique, 148 1190 Brussels

Types of Legal Entities in Belgium

  • Incorporate a BVBA/SPRL. The most convenient form of business which can be incorporated in Belgium is the BVBA/SPRL- private limited liability company (société prive à responsabilité limitée), a form of business designed for small and medium businesses. The Belgian BVBA is formed by at least one member with a share capital of 18500 EUR (6200 paid at incorporation if there are more than one member and 12400 paid at incorporation if there is only one shareholder). The capital of a Belgian BVBAis divided into shares which can be traded to the public if the consent is given by at least half of the shareholders representing ¾ of the capital.
  • The SA/NV-public limited company (société anonime) in Belgium can be formed by at least two shareholders liable in extend of their contribution to the capital with a minimum share capital of 61500 EUR divided into no minimal value shares. The capital is divided into transferable shares which can be registered at the Stock Market. The management of this type of company is assured by a board of directors that must be composed by at least 2 directors.
  • A form of business not so popular but which can be incorporated in Belgium is the limited cooperative (societe cooperative a responsabilite limitee) which can be incorporated in Belgium by at least three individuals or corporate bodies with a minimum share capital of 18.500 EUR. The decrease or increase of each SCRL’ members capital is allowed during the first six months of the fiscal year.
In general, when the individuals or the corporate bodies don’t have the possibility to deposit a minimum share capital are advised to open a partnership. The partnership can be Belgian general partnership, the Belgian limited partnerships and the partnerships limited by shares in Belgium. 
  1. The individuals can join under the same name with the same economic purposes in a Belgian general partnerships (société en nom collectiff). In this type of entity, all the partners have unlimited liability and all can make all the business related decisions. For example, the unanimous votes are necessary in case the articles of association are changed. No minimum share capital is requested for this type of entity and in case of liquidation the personal assets of the partners can be claimed.
  2. Belgian limited partnership (société en commandite simple)  is formed by two types of partners: active partners (fully liable for the company’s actions and keeping all the decisional power) and the silent partner (with liability limited by the contribution to the partnership’s capital). No minimal share capital is requested at registration just like in the case of the general partnership but the personal assets of the silent partners are not affected by the liquidation procedures.
  3. The Belgian partnership limited by shares (société en commandite oar action) it’s a partnership that requires a minimum capital at incorporation of 61.500 EUR. Unlike the previous types of partnerships, the partnership limited by shares is formed by partners (with full liability) and shareholders, with liability limited by the value of the subscribed shares. The management is assured by one of the members with unlimited liability, which has the right to VETO granted by legislation. The shares of this type of business are transferable to a third party.
The foreign entities are invited to form branches or representative offices in Belgium, very convenient especially when trying to decide if it’s advantageous to open a legal entity in Belgium or not. While the representative offices cannot perform any commercial activities, the Belgian branches can perform certain operations under the strict control of the foreign parent companies.