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Incorporation

Setting up a company in Belgium

When setting up a company you may want to consider these factors:

  1. Business factors such as:

    • The industry and type of business
    • Nationality of the headquarters/individual(s) and
    • Presence of existing trade agreements or relationships
  2. Location :

    Location will be another factor: separate cities and regions such as the different states may have different rules, costs and availability. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your needs.

  3. Dual languages:

    A distinctive feature of Belgium is that it has Netherland’s Dutch and French as official languages. Therefore, this document has strived to provide as many terms as possible in both French and Dutch languages. However some information sources only provided terms in one of these languages. When reading information online and doing your own further research, it is thus important to consider which language terms are being presented if a name or terminology does not appear to match with other sources or parts of this document.

  4. Visa and residency:

    Most non-EU workers will need both a work permit and visa to legally work in Belgium. Foreigners transferring or being appointed in a company may require a special ‘Professional Card’ tied to their visa and residency status in order to work in Belgium.

Your Options

The most common types of company set up in Belgium are:

  1. Foreign Branch Company
  2. Public Limited Company (PLC)
  3. Private Limited Liability Company (PLLC)
  4. Starter-Private Limited Liability Company (S-PLLC)

Foreign Branch Company

A foreign company may set up a branch in Belgium. A branch is not a separate legal entity, so the foreign company is responsible for the branch’s obligations and debts.

The branch must appoint a representative in Belgium with the capacity to incur liability to third parties on behalf of the company. Companies that establish a branch in Belgium must obtain a business number after registering with the BCE by the competent commercial court registry.

Upon registration, evidence also has to be provided to demonstrate the legal existence of the parent company.

Two conditions must be fulfilled to establish a branch:

1) The representative must deal regularly with third parties at a fixed address

2) The representative’s authority does allow an indefinite number of operations

The advantages of the foreign branch are:

– Less accounting obligations than corporations

No need of minimum capital to start the business

The disadvantages include:

– The parent company is fully liable for the liabilities of the branch

– The branches representatives may be jointly liable

– The financial statements of the parent must be lodged at the Companies Registry

Additionally, some sources state that banks and client companies may prefer dealing with an incorporated Belgium company rather than a foreign branch. Therefore, it would seem like a foreign branch is mostly appropriate for a short-term entry or preliminary activity in Belgium.

1. Appoint a Representative

The board of the parent company must appoint a nominated representative who will reside in Belgium who can act on behalf of the company. The representative must be willing and authorized to take on agreements and obligations of the branch and parent company’s operations in Belgium.

Agency: N/A

Time: N/A

Cost: N/A

2. Submit documents to Commercial Court Registry

If you want to open a branch in Belgium, you must first submit a set of documents with the registry of the Commercial Court in the jurisdiction of which the branch will be established. It is required to have it recorded on the register of corporate entities of Belgian Crossroads Bank for Enterprises (Netherlands: Kruispuntbank van Ondernemingen (KBO) / French: Banque-Carrefour des Entreprises (BCE).

The following documents are generally required:

  • Instrument of incorporation and articles of association of the foreign company
  • Details of where the register of the foreign company can be viewed, its local registration number (or equivalent) and a certificate from its local registry as proof
  • A record of the formal authorized decision to open the branch, performed by the appropriate company authority (e.g. board of directors) including:
    • The intended address of the branch,
    • The activities of the branch,
    • The name of the company and the name of the branch if different,
    • The appointment and identity of the people authorized to bind the company with regard to third parties and to represent it in law.
    • Most recent financial report of the parent company
  • These documents must also be translated by a sworn translator, if in a language other than French, Dutch or German.

Generally these documents must be certified (“legalized”) either by legal professionals of the home country, or at the local Belgian embassy, before they are lodged.

Once established in the Commercial Court Registry, the annual accounts of the branch must be lodged with the National Belgian Bank (French: Banque Nationale de Belgique).

Agency: Local Commercial Court (to register the branch)

National Belgian Bank (submit annual reports)

The process can also apparently be initiated online under the Federal Justice Department at http://just.fgov.be/ although this is only available in Dutch or French.

Time: 1 day

Cost: Fees for the publication to the Belgian Official Journal EUR 247/ page

3. Obtain Company Number and VAT Number Online

The next step is to use the one-stop shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises) to register at the Crossroad Bank for Enterprises and obtain a company (enterprise) number and VAT number.

Agency: one-stop shop

Time: 1 day

Cost: Company number registration EUR 82.50

VAT registration EUR 53

PLC - Public Limited Company

PLC

(Netherlands: NV – Naamloze Vennootschap / French: SA – Societe Anonyme)

The PLC is Belgium’s typical proprietary company structure with limited liability and legal entity status. A PLC must be set up by two or more people who contribute a fixed amount of money to the business in return for shares. Each member’s liability is limited to the amount that is contributed. It must have at least 3 directors.

Naturally the costs, administrative and regulatory reporting requirements are also higher.

The key conditions of this business structure are:

There must be at least two shareholders.
There must be at least three members of the board.
The minimum amount of capital that must be fully paid is EUR 61,500.
The minimum amount of paid-up capital is EUR 6,200.

It is also possible to form a one-person PLC, known as [Netherlands] Eenpersoons Beslotenvennootschap met Beperkte Aansprakelijkheid (EBVBA) or [French] Société d’Une Personne Responsabilité Limitée (SPRLU).

1. Set up and certify capital

The company must deposit at least 20% of the initial capital with a Belgian credit institution and obtain a standard certification confirming that the amount is held in a blocked “capital” account.

The full amount of capital must be fully and unconditionally subscribed, but it does not have to be immediately paid in full unless the capital contribution is fully in kind. Usually a fifth of the total capital paid-in cash (no less than EUR 6,200) must be paid in.

In some cases however, the paid-in and minimum capital can be reduced to EUR 1. In certain conditions Starter SPRL/S-PLLC can be started without the minimum capital and paid-in capital.

In addition preparing the following documents is required before continuing on to the next step:

● A financial plan which justifies the capital for the company being created and estimate of needs and revenue
● Proof that the initial capital has been deposited (e.g. bank certificate)
Agency: Commercial Bank

Time: 1 day

Cost: None

2. Notarization of Incorporation

Deposit a financial plan with the notary, sign the deed of incorporation and the by-laws in the presence of a notary, who authenticates the documents and registers the deed of incorporation

The Act of Incorporation, (which includes the initial version of the bylaws), must be drawn up in French, Dutch or German, and must be signed by the parties involved. The financial plan describes and justifies the amount of initial capital. The plan must show that the initial capital will cover company operations for at least the first 2 years. This document must be drafted by a Belgian notary, and must include:

● Name and addresses of each shareholder
● Amount of the capital brought by each shareholder

The creation of a business and financial plan has effectively become part of the legal process. The plans must demonstrate that the company will be funded and organized well enough to survive three years; failing to do this could lead to legal consequences later. Therefore, generally a notary will be required to also authorize these documents.

The founders then must sign the plans and deposit them all in the notary public’s custody before incorporation. Thanks to the development of the ‘one stop electronic shops’ under EU initiatives, the notary can electronically sign a copy (a certified true copy) of a deed of incorporation and submit it concurrently to various authorities. A few minutes later, the client’s company number is ready. The notary then receives the client’s company number shortly after. The Act of Incorporation is also published in the Belgian Official Journal.

Notaries access the online system through (www.e-notariat.be). The e-notariat system is also known as the e-depot project.

Agency: Notary Office

Time: 1 day

Cost: Fees for the publication to the Belgian Official Journal

EUR 247/ page

For the notary fees, the following formula shall apply:

o For the range of capital EUR 0 – 37,000 [= max EUR 37,000], the rate is 0.570%
o For the range of capital EUR 37,001 – 99,000 [= max EUR 62,000], the rate is 0.399%
o For the range of capital EUR 99,001 – 224,000 [= max EUR 125,000], the rate is 0.285%
o For the range of capital EUR 224,001 – 534,000 [= max EUR 310,000], the rate is 0.171%
o For the range of capital EUR 534,001 – 1,784,000 [= max EUR 1,250,000], the rate is 0.057%
o For the range of capital EUR 1,784,001 – 3,333,500 [= max EUR 1,549,500], the rate is 0.0228%
o For the surplus, the rate is 0.0114%

3. Register and Obtain Company Number and VAT number

Register with the Register of Legal Entities, and for VAT at a centralized company docket (guichet-entreprises / ondernemingsloket) and obtain a company number.

In Belgium, the registration with the trade registries (one or several) and the social security authorities is centralized.

Usually, after the previous step of filing of the deed of incorporation, the notary’s office should automatically proceed to perform this step and register the company with the Register of Legal Entities (part of the Crossroads Bank for Enterprises).

On completion, the company will be given a single identification number, the enterprise number (netherlands: ondernemingsnummer / french: numéro d’entreprise), which can then be activated using the one-stop shop (netherlands: ondernemingsloketten / french: guichets d’entreprises).

The company may also request the VAT registration number through the online company docket process, and again the notary will likely do this for you automatically.

Based on the number of employees, the projected annual turnover, and the shareholder class (private individuals), the company size will be classified as a large company or a small-to-medium-size enterprise (SME). If it is classified as a SME activation of the company’s registration with the Crossroads Bank for Enterprises (as mentioned above) a certificate of competence must be obtained.

This is for the person in charge of daily company management, who must submit evidence of their knowledge of business management with evidence of relevant education or experience.

Agency: One-Stop Shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises)

Time: 1 day

Fees: Company registration fee (per business entity)

EUR 82.50
VAT Registration fee
EUR 55

(Workforce Related Requirements:)

4. Register With Welfare Agency (payroll, social security funds, etc)

If the company has employees in Belgium, it must register with the Belgian social security administration for salaried workers (ONSS/RSZ) and comply with all applicable Belgian employment regulations. This affiliation will allow you and your employees to benefit from retirement allowance, family allowance, and healthcare insurance (“big risks”).

In addition, as of 1 April 2010, a self-employed person must register with the social insurance fund for self-employed persons (Netherlands: sociale verzekeringskas voor zelfstandigen / French: caisse d’assurances sociales pour travailleurs indépendants)  within 3 months of starting work. For some companies this could apply to certain members, such as the executive managing representative of the company, who may be considered as “self-employed”.

This can all be done in the above step, thanks to the combined centralized online on-stop shop system. All that is required is the Enterprise Number gained in the previous step.
Agency: One-Stop Shop

Time: 1 day

Fees: For the social insurance fund for self-employed persons: EUR 868 (annually)

5. Arrange Workplace Insurance

An additional important mandatory obligation of the employer is to arrange an insurance policy covering workplace accidents (including accidents occurring during travel to and from the workplace).
Agency: local insurance agency

Time: 1 day

Cost: depending on agency and policy

6. Acquire Professional Visas

If you or planned staff are not EU nationals and are moving to or going to be working in Belgium for the company, a work permit or a ‘Professional Card’ is required and tied to visa and residency status.

The application can be submitted via the appropriate consulate or using the one-stop shop online. If the application has no errors it is accepted for formal examination, upon which the application is accepted or rejected.
Agency: one-stop shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises) or appropriate consulate

Time: Application takes up to five days to be filed, but no timeframe is given for examination period.

Cost: EUR180

PLLC - Private Limited Liability Company

(Netherlands: BVBA – Besloten Vennootschap met Beperkte Aansprakelijkheid / French: SPRL – Société Privée Responsabilité Limitée)

The PLLC is set up by two or more people, who may only give up their interest in the business under certain conditions. It is favored by family run businesses and small-to-medium-sized enterprises (SME). In return for shares in the company, the shareholders contribute a fixed amount and liability is limited to that amount.

The key conditions of this business structure are:

There must be at least two shareholders.
The minimum amount of capital that must be fully paid is €18,500.
The minimum amount of paid-up capital is €6,200

1. Set up and certify capital

The company must deposit at least 20% of the initial capital with a Belgian credit institution and obtain a standard certification confirming that the amount is held in a blocked “capital” account.

The full amount of capital must be fully and unconditionally subscribed, but it does not have to be immediately paid in full unless the capital contribution is fully in kind. Usually a fifth of the total capital paid-in cash (no less than EUR 6,200) must be paid in.

In some cases however, the paid-in and minimum capital can be reduced to EUR 1. In certain conditions Starter SPRL/S-PLLC can be started without the minimum capital and paid-in capital.

In addition preparing the following documents is required before continuing on to the next step:

● A financial plan which justifies the capital for the company being created and estimate of needs and revenue
● Proof that the initial capital has been deposited (e.g. bank certificate)
Agency: Commercial Bank

Time: 1 day

Cost: None

2. Notarization of Incorporation

Deposit a financial plan with the notary, sign the deed of incorporation and the by-laws in the presence of a notary, who authenticates the documents and registers the deed of incorporation

The Act of Incorporation, (which includes the initial version of the bylaws), must be drawn up in French, Dutch or German, and must be signed by the parties involved. The financial plan describes and justifies the amount of initial capital. The plan must show that the initial capital will cover company operations for at least the first 2 years. This document must be drafted by a Belgian notary, and must include:

● Name and addresses of each shareholder
● Amount of the capital brought by each shareholder

The creation of a business and financial plan has effectively become part of the legal process. The plans must demonstrate that the company will be funded and organized well enough to survive three years; failing to do this could lead to legal consequences later. Therefore, generally a notary will be required to also authorize these documents.

The founders then must sign the plans and deposit them all in the notary public’s custody before incorporation. Thanks to the development of the ‘one stop electronic shops’ under EU initiatives, the notary can electronically sign a copy (a certified true copy) of a deed of incorporation and submit it concurrently to various authorities. A few minutes later, the client’s company number is ready. The notary then receives the client’s company number shortly after. The Act of Incorporation is also published in the Belgian Official Journal.

Notaries access the online system through (www.e-notariat.be). The e-notariat system is also known as the e-depot project.

Agency: Notary Office

Time: 1 day

Cost: Fees for the publication to the Belgian Official Journal

EUR 247/ page

For the notary fees, the following formula shall apply:

o For the range of capital EUR 0 – 37,000 [= max EUR 37,000], the rate is 0.570%
o For the range of capital EUR 37,001 – 99,000 [= max EUR 62,000], the rate is 0.399%
o For the range of capital EUR 99,001 – 224,000 [= max EUR 125,000], the rate is 0.285%
o For the range of capital EUR 224,001 – 534,000 [= max EUR 310,000], the rate is 0.171%
o For the range of capital EUR 534,001 – 1,784,000 [= max EUR 1,250,000], the rate is 0.057%
o For the range of capital EUR 1,784,001 – 3,333,500 [= max EUR 1,549,500], the rate is 0.0228%
o For the surplus, the rate is 0.0114%

3. Register and Obtain Company Number and VAT number

Register with the Register of Legal Entities, and for VAT at a centralized company docket (guichet-entreprises / ondernemingsloket) and obtain a company number.

In Belgium, the registration with the trade registries (one or several) and the social security authorities is centralized.

Usually, after the previous step of filing of the deed of incorporation, the notary’s office should automatically proceed to perform this step and register the company with the Register of Legal Entities (part of the Crossroads Bank for Enterprises).

On completion, the company will be given a single identification number, the enterprise number (netherlands: ondernemingsnummer / french: numéro d’entreprise), which can then be activated using the one-stop shop (netherlands: ondernemingsloketten / french: guichets d’entreprises).

The company may also request the VAT registration number through the online company docket process, and again the notary will likely do this for you automatically.

Based on the number of employees, the projected annual turnover, and the shareholder class (private individuals), the company size will be classified as a large company or a small-to-medium-size enterprise (SME). If it is classified as a SME activation of the company’s registration with the Crossroads Bank for Enterprises (as mentioned above) a certificate of competence must be obtained.

This is for the person in charge of daily company management, who must submit evidence of their knowledge of business management with evidence of relevant education or experience.

Agency: One-Stop Shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises)

Time: 1 day

Fees: Company registration fee (per business entity)

EUR 82.50
VAT Registration fee
EUR 55

(Workforce Related Requirements:)

4. Register With Welfare Agency (payroll, social security funds, etc)

If the company has employees in Belgium, it must register with the Belgian social security administration for salaried workers (ONSS/RSZ) and comply with all applicable Belgian employment regulations. This affiliation will allow you and your employees to benefit from retirement allowance, family allowance, and healthcare insurance (“big risks”).

In addition, as of 1 April 2010, a self-employed person must register with the social insurance fund for self-employed persons (Netherlands: sociale verzekeringskas voor zelfstandigen / French: caisse d’assurances sociales pour travailleurs indépendants)  within 3 months of starting work. For some companies this could apply to certain members, such as the executive managing representative of the company, who may be considered as “self-employed”.

This can all be done in the above step, thanks to the combined centralized online on-stop shop system. All that is required is the Enterprise Number gained in the previous step.
Agency: One-Stop Shop

Time: 1 day

Fees: For the social insurance fund for self-employed persons: EUR 868 (annually)

5. Arrange Workplace Insurance

An additional important mandatory obligation of the employer is to arrange an insurance policy covering workplace accidents (including accidents occurring during travel to and from the workplace).
Agency: local insurance agency

Time: 1 day

Cost: depending on agency and policy

6. Acquire Professional Visas

If you or planned staff are not EU nationals and are moving to or going to be working in Belgium for the company, a work permit or a ‘Professional Card’ is required and tied to visa and residency status.

The application can be submitted via the appropriate consulate or using the one-stop shop online. If the application has no errors it is accepted for formal examination, upon which the application is accepted or rejected.
Agency: one-stop shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises) or appropriate consulate

Time: Application takes up to five days to be filed, but no timeframe is given for examination period.

Cost: EUR180

Starter Limited Liability Company (S-PLLC / SPRL)

This company structure allows the formation of a company with just one person or shareholder and requires less capital. It is considered suitable for SMEs or family run businesses.

Although there are similarities between this and a private limited company, such as the minimum amount of capital still being €18,550, there are certain differences:

Minimum capital is set between 1 and 18,550 euros (the minimum capital required for a usual SPRL).
The minimum amount of paid-up capital is €12,400.
Only an individual, not a legal entity, can be a shareholder

1. Set up and certify capital

The company must deposit at least 20% of the initial capital with a Belgian credit institution and obtain a standard certification confirming that the amount is held in a blocked “capital” account.

The full amount of capital must be fully and unconditionally subscribed, but it does not have to be immediately paid in full unless the capital contribution is fully in kind. Usually a fifth of the total capital paid-in cash (no less than EUR 6,200) must be paid in.

In some cases however, the paid-in and minimum capital can be reduced to EUR 1. In certain conditions Starter SPRL/S-PLLC can be started without the minimum capital and paid-in capital.

In addition preparing the following documents is required before continuing on to the next step:

● A financial plan which justifies the capital for the company being created and estimate of needs and revenue
● Proof that the initial capital has been deposited (e.g. bank certificate)
Agency: Commercial Bank

Time: 1 day

Cost: None

2. Notarization of Incorporation

Deposit a financial plan with the notary, sign the deed of incorporation and the by-laws in the presence of a notary, who authenticates the documents and registers the deed of incorporation

The Act of Incorporation, (which includes the initial version of the bylaws), must be drawn up in French, Dutch or German, and must be signed by the parties involved. The financial plan describes and justifies the amount of initial capital. The plan must show that the initial capital will cover company operations for at least the first 2 years. This document must be drafted by a Belgian notary, and must include:

● Name and addresses of each shareholder
● Amount of the capital brought by each shareholder

The creation of a business and financial plan has effectively become part of the legal process. The plans must demonstrate that the company will be funded and organized well enough to survive three years; failing to do this could lead to legal consequences later. Therefore, generally a notary will be required to also authorize these documents.

The founders then must sign the plans and deposit them all in the notary public’s custody before incorporation. Thanks to the development of the ‘one stop electronic shops’ under EU initiatives, the notary can electronically sign a copy (a certified true copy) of a deed of incorporation and submit it concurrently to various authorities. A few minutes later, the client’s company number is ready. The notary then receives the client’s company number shortly after. The Act of Incorporation is also published in the Belgian Official Journal.

Notaries access the online system through (www.e-notariat.be). The e-notariat system is also known as the e-depot project.

Agency: Notary Office

Time: 1 day

Cost: Fees for the publication to the Belgian Official Journal

EUR 247/ page

For the notary fees, the following formula shall apply:

o For the range of capital EUR 0 – 37,000 [= max EUR 37,000], the rate is 0.570%
o For the range of capital EUR 37,001 – 99,000 [= max EUR 62,000], the rate is 0.399%
o For the range of capital EUR 99,001 – 224,000 [= max EUR 125,000], the rate is 0.285%
o For the range of capital EUR 224,001 – 534,000 [= max EUR 310,000], the rate is 0.171%
o For the range of capital EUR 534,001 – 1,784,000 [= max EUR 1,250,000], the rate is 0.057%
o For the range of capital EUR 1,784,001 – 3,333,500 [= max EUR 1,549,500], the rate is 0.0228%
o For the surplus, the rate is 0.0114%

3. Register and Obtain Company Number and VAT number

Register with the Register of Legal Entities, and for VAT at a centralized company docket (guichet-entreprises / ondernemingsloket) and obtain a company number.

In Belgium, the registration with the trade registries (one or several) and the social security authorities is centralized.

Usually, after the previous step of filing of the deed of incorporation, the notary’s office should automatically proceed to perform this step and register the company with the Register of Legal Entities (part of the Crossroads Bank for Enterprises).

On completion, the company will be given a single identification number, the enterprise number (netherlands: ondernemingsnummer / french: numéro d’entreprise), which can then be activated using the one-stop shop (netherlands: ondernemingsloketten / french: guichets d’entreprises).

The company may also request the VAT registration number through the online company docket process, and again the notary will likely do this for you automatically.

Based on the number of employees, the projected annual turnover, and the shareholder class (private individuals), the company size will be classified as a large company or a small-to-medium-size enterprise (SME). If it is classified as a SME activation of the company’s registration with the Crossroads Bank for Enterprises (as mentioned above) a certificate of competence must be obtained.

This is for the person in charge of daily company management, who must submit evidence of their knowledge of business management with evidence of relevant education or experience.

Agency: One-Stop Shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises)

Time: 1 day

Fees: Company registration fee (per business entity)

EUR 82.50
VAT Registration fee
EUR 55

(Workforce Related Requirements:)

4. Register With Welfare Agency (payroll, social security funds, etc)

If the company has employees in Belgium, it must register with the Belgian social security administration for salaried workers (ONSS/RSZ) and comply with all applicable Belgian employment regulations. This affiliation will allow you and your employees to benefit from retirement allowance, family allowance, and healthcare insurance (“big risks”).

In addition, as of 1 April 2010, a self-employed person must register with the social insurance fund for self-employed persons (Netherlands: sociale verzekeringskas voor zelfstandigen / French: caisse d’assurances sociales pour travailleurs indépendants)  within 3 months of starting work. For some companies this could apply to certain members, such as the executive managing representative of the company, who may be considered as “self-employed”.

This can all be done in the above step, thanks to the combined centralized online on-stop shop system. All that is required is the Enterprise Number gained in the previous step.
Agency: One-Stop Shop

Time: 1 day

Fees: For the social insurance fund for self-employed persons: EUR 868 (annually)

5. Arrange Workplace Insurance

An additional important mandatory obligation of the employer is to arrange an insurance policy covering workplace accidents (including accidents occurring during travel to and from the workplace).
Agency: local insurance agency

Time: 1 day

Cost: depending on agency and policy

6. Acquire Professional Visas

If you or planned staff are not EU nationals and are moving to or going to be working in Belgium for the company, a work permit or a ‘Professional Card’ is required and tied to visa and residency status.

The application can be submitted via the appropriate consulate or using the one-stop shop online. If the application has no errors it is accepted for formal examination, upon which the application is accepted or rejected.
Agency: one-stop shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises) or appropriate consulate

Time: Application takes up to five days to be filed, but no timeframe is given for examination period.

Cost: EUR180

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Belgium, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Belgium they must also decide whether they will administer that employment internally or use a Global Employment Organization to handle payroll and Employer of Record responsibilities. A GEO Employer of Record solution is an attractive alternative where

  • the company is looking to setup an office quickly
  • the company wants to work within a defined budget
  • the company wants to limit its initial commitment in Belgium
  • the company needs help with tax, employment, immigration and payroll compliance in Belgium

The complexity of employment regulations in Belgium makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Belgium allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Belgium.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Belgium. Read more about outsourced employment through Shield GEO.

Summary of Company Setup Steps

Branch PLC/PLLC/S-PLLC Time Cost (EUR)
Appoint a representative Yes
Register at Commercial Court Yes 1 day €247
Set up and certify capital Yes 1 day
Act and notarization of incorporation Yes 1 day around €1750
Obtain company and VAT number Yes Yes 1 day €137.50
Register for Social Security optional Yes 1 day €868
Arrange workplace insurance optional Yes 1 day varies
Engage Payroll Agency optional recommended 1 day varies
Arrange Professional Card Or Work Permit Yes Yes 1 week €140
TOTALS:

*applications and processing times, not including internal document preparation, etc

Branch

2 weeks

€1,392.50

Company

2 weeks

€2895.50

*costs for insurance(s) will be additional to the above totals

Conclusion

Generally, thanks to EU initiatives, companies can be formed within 3 days, although it would be advisable to allocate 2 weeks for paperwork and other contingencies.

The key step is obtaining the company number and VAT number. All kinds of companies must obtain a company number and VAT number through the online one-stop shop system (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises).

This same system covers registration with appropriate welfare authorities, but not the mandatory workplace insurance – an insurance agency must be engaged directly.

Finally, though not required, it is possible to engage a Payroll Agency who can help identify and manage the social security and welfare obligations of the company. This is highly recommended.

 

Resources for Company Registration

  1. The Crossroads Bank for Enterprises (BCE) and Company Number

    The Crossroads Bank (Netherlands: Kruispuntbank van Ondernemingen (KBO) / French: Banque-Carrefour des Entreprises (BCE)) maintains a register concerning all companies. Every company, regardless of legal status must register with the Crossroads Bank. Every company is provided with a company number (enterprise number).

    You must use your business number for all your contacts with the administrative and legal authorities, and this number is also your VAT number. The company’s business units must also be registered with the BCE and each of them receives a business unit number.

  2. One-Stop Shops

    Under EU initiatives, Belgium has centralized its business registration system under an online ‘e-docket’ system. Thanks to the one­stop business shops, it is no longer necessary to contact each public authority separately.

    You must go to a one-stop shop (Netherlands: Ondernemingsloket / French: Guichet d’Entreprises) business service with the documents needed to allow you to exercise the chosen activities. The one-stop shop business services complete registration immediately.

One-Stop Shop Locations:

EUGO

All one-stop shops are directly contactable but are also associated with the “EUGO network”; a central website that provide access to all one­stop shops in Europe[9]:

http://ec.europa.eu/internal_market/eu-go/index_en.htm

ACERTA Guichet d’entreprises ASBL

Buro & Design Center

Esplanade du Heysel BP 65 – 1020 Brussels

Website: http://www.acerta.be

Xerius Guichet d’entreprises ASBL

Rue Royale 269 – 1030 Brussels

Website: http://www.xerius.be

EUNOMIA ASBL

Rue Colonel Bourg 113 – 1140 Brussels

Administrative centre: Oudenaardsesteenweg 7 – 9000 Ghent

Website: http://www.eunomia.be

FORMALIS ASBL

Rue du Lombard 34-42 – 1000 Brussels

Website: http://www.formalis.be

SECUREX Guichet d’entreprises

Avenue de Tervuren 43 – 1040 Brussels

Website: http://www.securex.be

PARTENA Guichet d’entreprises ASBL

Boulevard Anspach 1 – 1000 Brussels

Website: http://www.guichetentreprises.partena.be

UCM Guichet d’entreprises ASBL

Chaussée de Marche 637 – 5100 Wierde

Website: http://www.ucm.be

ZENITO Guichet d’entreprises ASBL

Quai de Willebroeck 37 – 1000 Brussels

Website: http://www.zenito.be

APPENDIX

Terminology Reference

English Dutch French
Commercial Court Rechtbank van koophandel Tribunal de commerce
Crossroads Bank for Enterprises Kruispuntbank van Ondernemingen (KBO) Banque-Carrefour des Entreprises (BCE)
National Bank of Belgium Nationale Bank van België Banque Nationale de Belgique
One-person PLC Eenpersoons Beslotenvennootschap met Beperkte Aansprakelijkheid (EBVBA) Société d’Une Personne Responsabilité Limitée (SPRLU)
One-stop Shop / e-docket system Ondernemingsloket Guichet d’Entreprises
Private Limited Liability Company (PLLC) Beslotenvennootschap met Beperkte Aansprakelijkheid (BVBA) Société Privée Responsabilité Limitée (SPRL)
Public Limited Company (PLC) Naamloze Vennootschap (NV) Societe Anonyme (SA)
Social Security fund for Self-Employed Persons Sociale verzekeringskas voor zelfstandigen Caisse d’assurances sociales pour travailleurs indépendants
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