Belgium - Company Incorporation

Belgium Company Incorporation

The besloten vennootschap met beperkte aansprakelijkheid is the most popular and suitable legal entity for entrepreneurs who want to protect their personal assets. The BVBA is a type of company which closely resembles the Private Limited Company by Shares. The most important features of the BVBA are limited liability. The shareholders' liability corresponds to their capital investment and the limited transfer of shares.

Procedure

  • Deposit the initial capital with a bank.
  • Deposit a financial plan with the notary.
  • File with the local commercial court.
  • Register with the Registry office.

Deposit initial capital

At least 20% of the initial capital with a Belgium credit institution and obtain standard certification confirming that the amount is held in a blocked capital account.

Deposit a financial plan with the notary

The financial plan contain a description and justification of the amount of the initial capital and must show that the initial capital will cover the operations of the company for at least the first two years.

Publish notice

In the Belgium Official Gazette.

Register the deed of Incorporation

With the Register Office.

File with the Local Commercial Court

File with the local commercial court (Tribunal de Commerce/Rechtbank van Koophandel), also file for publication in the Belgian Official Gazette.

Register with the Register of Legal Person, VAT and social security and obtain a company number

The registrar's office will automatically register the company with the Register of Legal Person and issue a unique identification number. The VAT number can be requested directly from the local VAT Administration or can be handled by the centralized company docket. The company must register with the social insurance fund for self employed persons within three months of incorporation.

Features

BVBA must maintain a registered office in Belgium. The minimum share capital is €18,550 a third of which must be paid up on incorporation. The shares of a BVBA are in registered form and their transfer is limited, a BVBA must have at least two shareholders and they may be natural persons or corporate bodies. Recently, however, the possibility for a BVBA to have only one shareholder was introduced.