Starting a Business in Belgium

Disclaimer: Information contained on this page is only an outline of starting a business in Belgium and is not a comprehensive guide. Banks can provide advice on the costs and the legal formalities for setting up a business and advice on general business and financial management. For detailed tax and legal advice, businesses should contact a specialist lawyer or accounting firm.

This page contains information on:

• Types of Company in Belgium
• Who can set up a business in Belgium?
• Basic Requirements
• Steps to Setting up a Company
• Specific conditions for different types of company
• Funds & Support Available for Companies and Small Businesses
• Obligations of the Company in Engaging Staff
• Changes during the lifetime of a business

Types of company

There are many different forms of company in Belgium. The most common forms are limited companies and cooperatives.

• Public Limited Company (SA/NV) (Naamloze Vennootschap/Societe Anonyme)
• Limited Liability Company (BVBA/SPRL) (Besloten Vennootschap met Beperkte Aansprakelijkheid /Société Privée à Responsabilité Limitée)
• One-person Private Limited Company (EBVBA/SPRLU) (Eenpersoons Beslotenvennootschap met Beperkte Aansprakelijkheid/Société d'Une Personne à Responsabilité Limitée)
• Cooperative Company with Limited Liability (CVBA/SCRL) (Cooperatieve Vennootschap met Beperkte Aansprakelijkheid /Société Coopérative à Responsabilité Limitée)
• Cooperative company with unlimited liability (CVOA/SCRI) (Cooperatieve Vennootschap met Onbeperkte Aansprakelijkheid/Société Coopérative à Responsabilité Illimitée)
• General Partnership (Comm VA/SNC) (Commanditaire Vennootschap op Aandelen/Société en Nom Collectif)
• Limited partnership (Comm V/SCS) (Gewone Commanditaire Vennootschap/Société en Commandite Simple)
• Non-stock Corporation (Maatschap/Société de droit commun)
• Charity/Company established for social purposes (VZW/ASBL) (Vereniging Zonder Winstoogmerk/Association sans But Lucratif)

For a description of each of these types of company: 

• See AngloINFO INFOrmation page Company Structures in Belgium
• See also AngloINFO INFOrmation page Self Employed in Belgium

Who can set up a business in Belgium?

Foreigners can start a business in Belgium as long as they meet the minimum requirements and are entitled to work in the country. If a person meets the requirements, they can choose whether to be self-employed or to start a company. No prior government authorisation is required and there are no restrictions on the transfer of capital in to or out of Belgium.

Non-residents may carry out self-employed work in Belgium for short periods and some companies (especially international companies) may be non-resident for tax purposes.

Professional Card

Foreigners who are citizens of an EU member state or of Norway, Iceland or Lichtenstein can set up business in Belgium without restriction. Non-EU nationals must apply for a professional card (beroepskaart/carte professionelle) at the Belgian embassy or consulate in their home country, or, if they are already in Belgium, at the municipality where they live.

The following documents are needed for the application:

• A completed registration form
• A photocopy of the passport or residence permit
• A medical certificate
• A certificate of good conduct from the last country of residence (or an equivalent document recognised by the Belgian authorities)
• A CV

Applications are sent to the Federal Public Service for the Economy, which investigates the application. If it is approved, the municipality issues a professional card with an exact description of the authorised activity. This card can be valid for up to five years.

• Federal Public Service for the Economy
  At: WTC III, Boulevard Simon Bolivar 30, 1000 Brussels
  Tel: 02 277 74 01
  Fax: 02 277 53 66
  e-mail
  Website

In addition to nationals of a Member State of the European Economic Area, this formality is waived for certain other persons, such as asylum seekers and nationals of countries which have a special relationship with Belgium under a treaty. The countries that currently have such a special relationship are Bulgaria and Romania. However, nationals of these countries require a permit to be able to conduct a self-employed business. The permit must be applied for from the Federal Public Department for the Economy.

Basic Requirements

A person must be at least 18 years of age to set up as self-employed. Minors cannot start up their own businesses, even if they are no longer subject to parental control. For those in the trades, the date on which they become eligible is the date on which they complete their compulsory education, generally 30 June of the year in which they have their 18th birthday.

The spouse's agreement is not usually required. However, a spouse can object through the courts if the business might have a detrimental impact on them or the children of the marriage.

Proof of level of education

Proof of secondary or tertiary education or of relevant experience is usually needed to register the business to demonstrate basic management knowledge. Other qualifications may also be required, depending on the type of business activity.

• See the Ministry of Economics website (in Dutch & French)

Non-Belgians' qualifications must be certified as equivalent to Belgian ones. This takes about four months to obtain and should be done before registering the business.

Certification can be done through:

• Ministry of the French Community
• Ministry of the Flemish Community

Bankruptcy

A person who has been declared bankrupt may start a new commercial business as a self-employed person as long as the bankruptcy was not due to serious negligence or deliberate misconduct on the bankrupt's part. If it was, then a court may prevent the bankrupt from starting a business for between three and ten years from the date of bankruptcy. This ban can be lifted by a judge.

Lack of legal capacity

An adult may not set up a business if he or she lacks legal capacity, for example if property belonging to that adult is temporarily held in trust, if the adult falls under the statute of extended minority, if the adult is subject to a guardianship order or is a ward of court, etc.

Steps to Setting up a Company

If a resident or someone planning to move to Belgium decides to start up a business, they must complete a number of formalities before starting operations for each type of business.

Public business coordination centres (ondernemingsloketen/guichets d'enterprise) deal with most of the formalities for setting up a business – either a company or as self-employed. They are one-stop shops between businesses and the public services.

• For a full list of public business coordination centres see the Ministry of the Economy website (in Dutch & French)

Through them, companies and starter self-employed persons register with the electronic Register of Companies (Kruispuntbank voor Ondernemingen/Banque-Carrefour des Entreprise - KBO/BCE). This is set up within the Federal Public Department for the Economy, Small and Medium-sized Enterprises, Self-employed and Energy (Economie, KMO, Middenstand en Energie/Economie, PME, Classes moyennes et énergie)

The main steps to setting up a business are:

• Opening an account with a financial institution (such as a bank)
• Obtaining a company number
• Registration for VAT
• Registering for social security
• Registering with a mutual health insurance fund
• Registering a trade name

Opening a bank account

To carry on a commercial business an account must be opened with a bank or other financial institution. This account must be separate from any private account and only used for operations related to the business. The name of the financial institution where the account has been opened and the account number must appear on all commercial documents (letters, invoices, order forms, etc). An account must be opened before any other administrative formalities are undertaken through the public business coordination centre.

Obtaining a Company Number

To register the business and obtain a company number the person should apply to a public business coordination centre. The following information is required:

• Personal data of the founders
• first and last names
• gender
• profession
• address
• place and date of birth
• nationality and a residence permit/identity card
• For those who are or have been married, all details on the marriage contract or certificate:
• spouse's first last names
• marriage date and, if applicable, date of divorce
• type of marital agreement
• Details of the commercial activities
• company name and logo
• address
• commercial activity
• net surface area devoted to sales in the case of a retail business
• date on which trading will start
• Proof of basic knowledge of management
• A certified copy of the documents that entitle the person to conduct their business and a certification of professional capacity and relevant licences for certain professions
• Bank account number
• The registration fee

Full details are available from the public business coordination centres and at the Ministry of the Economy

The public business coordination centre then issues the new business with a company number and documents summarising details of the business. This number will, in due course, replace the VAT and social security numbers. Full details on the name of the business, its structure, founders, legal documents and licences, and the type of activity are entered on the electronic Register of Companies.

All documents, such as invoices, relating to a commercial business must show the company number. The company number should also appear on all real estate for commercial use and on vehicles used for the business.

Any person may, by paying a fee, obtain information from the public business coordination centre about other registered businesses.

Registration for VAT

If the business is subject to VAT, the next step is to register with the local VAT inspectorate in the relevant district or with a public business coordination centre. Certain liberal professions that are exercised as private persons and traditional agricultural businesses are not subject to this obligation. If there is any doubt about the obligation to obtain a VAT number, the local VAT office can help. The addresses of local offices are given in the telephone directory under "SPF Finance".

For companies, two certified copies of the memorandum and articles of association and any documents amending the articles of association must be submitted.

Registration is free of charge. Once registered, the business must charge VAT on the price of goods and services sold to its customers and make quarterly tax returns and provide a list of customers registered for VAT numbers annually.

Registration with a social security fund

Businesses and self-employed persons are required to register with a social security fund within 90 days of starting to trade.

• For a full list of social security funds: Click here

Registration with a mutual health insurance fund

Business or self-employed persons must also register with a mutual health insurance fund (ziekenkas/mutuelle) or with an ancillary health and disability insurance fund.

• For a full list of health insurance funds: Click here

Registering a trading name

A business may be carried on under a trade name. There are no restrictions on the choice of name, provided its does not give rise to unfair competition. It is protected without the need for registration to be lodged or filed.

• To check whether a trade name exists already, see DNS Belgium

A specific brand name can be attributed to the products that are to be marketed. The brand names must be registered to ensure protection. To check whether an identical brand name exists apply to the Trade Marks Office (Merkenbureau/Bureau des marques) of the Federal Public Department for the Economy, Small and Medium-sized Businesses, Small Traders and Energy

Specific conditions for different types of company

Public Limited Companies, One-person Private Limited Companies and Limited Liability Companies

• Financial plan: The founders must draw up a financial plan in which they justify the amount of share capital. This document must be submitted to a notary but is not published. If, on the date of incorporation, the initial capital is clearly inadequate to ensure the normal conduct of business for at least two years, the founders will be held liable for the company's debts if it is declared bankrupt within three years of its formation.
• Contributions: The future shareholders must lodge funds in the company bank account before it is formed. The financial institution issues a certificate to be handed to the notary who will append it to the memorandum and articles of association.

Funds can be freed in only two ways:

• Once the company has been formed only persons authorised to commit the company may have access to its funds and only after the notary has advised the financial institution that the memorandum and articles of association have been executed.
• If the company is not formed within three months of the account being opened funds will be returned, on request, to those who lodged them.

The company auditor must draw up a report describing and valuing the contributions in kind and the founders must issue a report stating the value to the company of these contributions. If the two values are different, the founders must state why; the two reports must be lodged with the clerk of the commercial court (handelsrechtbank/tribunal de commerce).

• Formation: The company is formed by a deed drawn up and certified by a notary (notarised). The deed must include the memorandum of association itself, the articles of association and, generally, the initial management appointments.
• Procedure: The notary must lodge a copy of an excerpt from the deed of formation with the clerk of the commercial court within a fortnight of the deed being executed so that it can be published in the Appendix to the Belgian Official Gazette. The company will acquire legal personality from the moment the excerpt is lodged.

As soon as the deed has been executed, it must be lodged with the Land Registration and Estates Department (Administratie, Registratie en Domeinen/Administration du cadastre, de l'Enregistrement et des Domaines)  (in Dutch & French)

• Share register: Shares in a registered form must be entered in a share register kept at the company's registered office.

Cooperative companies with limited liability

Cooperative companies with limited liability have the same conditions except that the registration fee for a partnership is 12.5 percent (10 percent in the Flemish Region) where real estate property wholly or partly used for, or intended for use as, private residential purposes is contributed by a natural person.

Cooperative companies with unlimited liability

• Financial plan: No financial plan is required
• Contributions: The constraints associated with a limited partnership do not apply for contributions in cash and kind
• Formation: The company may be formed by notarised deed or by a private deed (except if real property is contributed), in which case two original copies suffice
• Procedure: A certified copy, or duplicate, and an excerpt (in duplicate) of the deed, signed by all the partners (or by one of them appointed by all the others), must be lodged with the clerk of the commercial court (handelsrechtbank/tribunal de commerce) within a fortnight of the deed being executed so that it can be published in the Belgian Official Gazette. The company acquires legal personality as soon as the documents are lodged with the court. The deed must also be lodged with the Land Registration and Estates Department as soon as it has been executed
• Share register: Shares must be entered in a register kept at the company's registered offices

Funds & Support Available for Companies and Small Businesses

Whether at European, federal, regional or provincial level, an impressive range of public financial aid is available to businesses and the self-employed. Apart from certain sectors officially excluded by the public authorities, most businesses and self-employed persons are entitled to support. Much of this aid can be combined and particular attention is paid to starter companies and self-employed persons. The key categories of subsidised investments are set out below.

• Full details and application forms can be found at EcoSubsiBru under Alle tegemoetkomingen/Toutes les aides (in Dutch & French)

Regional aid

The Flemish and Walloon Regions and the Brussels-Capital Region offer a range of investment aid set up to assist Belgian or foreign businesses established in the region concerned. The investment must be made in that region. Many of these measures are aimed at starter businesses and the self-employed.

Assistance can take various forms, the most popular of which are:

• Interest subsidies (interestsubsidies/subventions en intérêts) and capital contribution grants (kapitaalpremies/primes en capital). The amount of these subsidies depends on a number of factors, notably the amount of the investment that can be subsidised, the sector of business, and the size and age of the company
• Support for specific types of investment, such as those favouring the environment, permitting savings in energy and raw materials or investment of an innovative nature
• Supplementary subsidies for investments favouring job creation
• Tax advantages (where a capital contribution grant or interest subsidy has been granted)
• Accelerated depreciation
• Exemption from withholding tax over a specified period

The type of assistance available, the selection criteria, and the formalities and conditions to be fulfilled differ from one region to another. The source of funding will therefore depend on the particular project and the place where it is going to set up.

The Participation Fund

The Participation Fund (participatiefonds/fonds de participation) is a federal public institution involved in the market for small and medium-sized businesses and the self-employed. It offers the Starteo loan, the Optimeo loan, the start-up loan and the joint loan.

The Starteo loan: This loan is aimed at the self-employed, small companies and those in the liberal professions with businesses that have been in operation for less than four years. The support consists of a subordinated loan of no more than €250,000 at a preferential rate of 3% for the first two years. The loan is granted for five, seven or ten years, depending on the project type. The amount of the loan is decided on the basis of the capital investment made by the business itself in the project concerned. The loan can never be more than four times the investment made by the business itself and cannot exceed the amount loaned by the business's bank to finance the project.

The Optimeo loan: This is a variant on the Starteo loan and intended for companies with more than four years' activity behind them. The maximum amount of the loan in this case is limited to three times the capital investment made by the company itself.

The start-up loan: The start-up loan (startlening/prêt lancement) is aimed at the fully unemployed who have been receiving benefits or a job-seeker's allowance (wachtuitkering/allocations d'attente) for less than three months, or those on subsistence allowance (bestaansminimum/ minimexe) who wish to become self-employed or set up a company. The support consists of a subordinated loan not exceeding €30,000, for a period no longer than ten years, at a preferential rate of 4 percent. The applicant must contribute one quarter of the sum borrowed, which could be through a loan granted by a financial institution.

Should activity cease during the first five years, the Fund may waive repayment of the balance if proof can be shown, within three months of activity ceasing, that the stoppage was beyond the control of the person concerned. The start-up loan can be combined with a Starteo or Optimeo loan provided the conditions under which these are granted are met.

A joint loan: This loan is aimed at a private person who starts up as self-employed or who sets up a business and who has substantial financial difficulties (e.g. a person receiving a social reintegration income (leefloon/revenu d'intégration sociael, LL/RIS), social security benefits, unemployment benefits, etc). The support consists of a subordinated loan not exceeding €12,000, repayable over four years at a fixed rate of 3%. The joint loan can be combined with a start-up loan provided the conditions under which the latter is granted are met.

Obligations of the Company in Engaging Staff

The obligations when engaging staff are numerous. An employer must:

• Register for social security with the National Office for Social Security (Rijksdienst voor Sociale Zekerheid/Office national de la sécurité sociale - RSZ/ONSS) through an approved payroll office (sociaal secretariat/secrétariat social)
• Register with a family allowances fund within 90 days of its first employee being engaged
• Register with a holiday pay fund if employing manual workers and apprentices
• Join an external accident prevention and protection at work organisation unless employees are family members up to the third degree, servants and household staff
• Set up an internal accident prevention and protection at work department
• Take out insurance against industrial accidents
• Set up a staff register and file an official employment notification
• Ensure that each member of his personnel joins a mutual health insurance fund and is allocated a pension number

Each time staff are engaged or leave the company, the employer must submit, by e-mail, an official employment notification (onmiddellijke aangifte/déclaration immediate, DIMONA).

Processing of personal data

Any company that processes and keeps personal data on its employees must, in principle, notify the Commission for the Protection of Privacy (Commissie voor de Bescherming van de persoonlijke levenssfeer/Commission pour la Protection de la vie privée) accordingly. Certain operations (which can reasonably be expected not to pose a threat to the privacy of the persons concerned) are exempt from this notification requirement.

Changes during the lifetime of a business

Special rules apply to any changes in the assets, ownerships of shares, changes in directors, changes to the articles of association or to the amount of capital for each type of company. It is advisable to get further details on these from a business, legal or tax adviser.

Further Information

• There is a wealth of information available from the Belgian government sites for foreign investors:
• InvestinBelgium
• Invest.belgium
• The Federal portal for Belgium (under Businesses)
• The Finance Ministry
• The Ministry of Economy, SMEs, Self-employed and Energy
• The Brussels Enterprise Agency – an official agency of the Brussels Region
• The Wallonia Investment Agency – for useful documents in English
• American Chamber of Commerce in Belgium
• The Flemish Chambers of Commerce and Industry (in Dutch)
• Brussels Review – business news from Belgium

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Prepared using information supplied by ING Bank SA/NV
www.ing.be