COMPANY FORMATION BELGIUM

SETTING UP IN BUSINESS

Introduction

Belgium lies at the political heart of the European Union and it is the most cosmopolitan of all EU states. This may go some way to explaining its strong free-market approach to businesses considering company formation in Belgium. The authorities impose relatively few restrictions on foreign companies operating within the country. It is also the most prosperous country in the EU apart from Luxembourg. For more information on how to incorporate in Belgium, please contact us.

What are the most common types of company formation in Belgium?

	company limited by shares (S.A./N.V.)
	private limited liability company (S.P.R.L./B.V.B.A.)

Foreign companies seeking to incorporate in Belgium may operate either through a subsidiary (incorporated under Belgian law) or as a branch (incorporated under the law of the country where the parent is based).

How much share capital is required to establish a company limited by shares (S.A./N.V.)?

For a subsidiary, minimum share capital is €61,500, which must be fully subscribed and paid up. For a branch, no minimum capital is required.

What are the formalities regarding Belgium incorporation as a S.A./N.V.? 

	incorporation by deed through a notary
	articles of association to be published in Belgian Official Gazette
	language of documents to be French or Dutch according to city
	two-year preliminary financial plan required
	branch must file parent company’s accounts with National Bank of Belgium

What other requirements are there for a S.A./N.V.?

	at least two shareholders, and at least three directors
	statutory audit annually
	no residency or nationality requirements
	a local serviced office is advisable, click here for details

How much share capital is needed for a private limited liability company S.P.R.L./B.V.B.A.?

The minimum share capital for a S.P.R.L./B.V.B.A. is €18,600, of which at least €6,200 must be paid up.

What are the other features of a S.P.R.L./B.V.B.A.?

	the company has to have at least one shareholder
	this form of company admits only one director
	shareholders are responsible only for the assets they brought into the business

What other types of Belgium company formation are there?

The other main business entity is the European Economic Interest Grouping (EEIG) – a cross-border partnership comprising partners from European countries – no capital required, no requirements for separate financial accounts, partners taxed individually.

How easy is it to recruit staff?

The country has an advanced recruitment sector, including clerical and secretarial staff. Labour costs are high and generous welfare benefits are matched by high national insurance contributions for both employers and employees. In Dutch-speaking Flanders, the most prosperous region, there is strong demand for skilled workers, particularly in IT and other technical fields. In contrast, there is an unemployment problem in French-speaking Wallonia, notably for unskilled workers. Click here for assistance with recruitment.

What is the regulatory environment like?

Belgium guarantees the freedom to set up a company and transfer capital to all foreign companies and to any foreign investor who wishes to settle in the contry, in order to start a commercial or industrial operation.

	no prior authorisation needed except for certain types of business such as banking, insurance and transport
	foreign capital may be brought into the country without restriction
	no preliminary authorisation required for takeovers or joint ventures
	variety of tax breaks, including one which allows a multinational company to provide financial and managerial services virtually tax-free

Click here if you would like to contact one of our Belgian corporate tax specialists.

Are there financial incentives available – and what about banking facilities?

Full banking services are available which offer a complete range of commercial banking facilities, including those related to acquisitions and the raising of capital. We make it easy for you to open a bank account in Belgium.

Financial incentives are available but vary widely according to location.

	Flanders offers financial aid to SMEs starting up in established industrial zones or in industrial development zones; funding is also available to larger companies; extra incentives are in place for biotech companies and for businesses involving environmental controls
	Wallonia offers help with the purchase of land, buildings, equipment and project-related investment costs; aid is also available for investment in areas such as product development, licensing and market research
	Brussels may provide investment grants, initial exemption from withholding taxes in certain cases, interest free loans for industrial research, grants for employment of some categories of job-seekers and aid for technical and language training

How can I get more information on company formation in Belgium?

Please contact us and we will be pleased to discuss Belgium company registration issues in greater detail.