Following is a general summary of some of the more relatively distinctive aspects of Belgian employment law when it comes to probation periods, termination, leave and pension contributions.
Belgium is perhaps the only country in Europe where an employee’s entitlements and requirements such as termination, notice period, or pay in lieu of notice varies depending on whether the employee is a blue-collar or a white-collar worker. In 2011 the government released a plan to reduce the differences between the two, with planned milestones for January 1st 2012, and 2014. Furthermore in 2013 the Constitutional Court ruled that that the classification of “blue-collar” or “white-collar” (manual and non-manual worker) should disappear, strengthening the movement towards harmonisation.
Nonetheless these are all steps in a complex ongoing process. This is further compounded by factors such as notice periods for terminating white-collar (and presumably by now, or soon, for blue-collar) workers not being defined at law, and instead left to the employer to determine. Only if court action ensues would the amount of notice given be tested. Furthermore, the court ruling in 2103, this did not include harmonizing the calculation and the payment of annual leave, wage and salary payments, short-time work are still pending and will need to be settled by the Labour Council, a national body.
Thus it is not possible to give clear guidelines on specific requirements for employees. For these and many other reasons the following are only guidelines in the broadest sense, and professional legal services are recommended when employing in Belgium.
The official website for Belgian labour law information is the Federal Public Service Employment, Labour and Social Dialogue (FPS) Division, located at: http://www.werk.belgie.be/
However, while the website does have an English section, the English information available is much more limited than the other languages (French, German and Dutch).
There are several key areas to be aware of within Belgium’s employment regulatory framework, especially for companies that plan to initiate a full local office and human resources department. These challenges can be mitigated by use of a locally sourced payroll provider who is familiar with all of the Belgian laws and rules for both Belgian employees as well as foreign nationals.
Information | Explanation |
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Termination of Employment ? | No reason for dismissal is required for white collar employees in Belgium. The main requirement of termination is to provide sufficient notice, and notice of termination is valid only if given in writing and in the appropriate language (i.e., Dutch, French or German). The notice period starts running on the first day of the month following the month during which the notice takes effect. However, what constitutes ‘sufficient notice’ for terminating employees is not defined at law, and left to the employer to determine. Furthermore as mentioned in the introduction to this section, there may be still be differences depending on whether it is a white-collar or blue collar worker. As discussed, the precise amount of notice required needs to be determined by the employer, thus it is most likely required to seek legal or other professional advice when terminating an employee. |
Information | Explanation |
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Probation Period ? | When hiring an employee, if electing to establish a ‘trial’ period, it must be between 7 and 14 days for blue-collar workers. For white-collar workers, the period must be between 1 month and a maximum period of 6 or 12 months, depending on the level of salary. |
Information | Explanation |
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Pension Requirements ? | Blue and white collar workers pay 13.07% of their gross salary, while employers pay between 32-38% of the gross salary, depending on the sector. |
Companies entering Belgium must make a decision whether to use their own resources for a Do-It-Yourself (DIY) approach, or to use a Global Employment Organization to handle payroll and employment responsibilities. A GEO or Belgium Employer of Record solution makes it faster, easier and cheaper to deploy staff and comply with the local payroll and withholding regulations.
Shield GEO provides a fully outsourced employment service in Belgium. Companies expanding into Belgium can contract with Shield GEO to employ and payroll their staff on their behalf in Belgium. Shield GEO then assumes the legal responsibility for these employees, becoming the Employer of Record, sponsoring them on work permits (if required for non-EU nationals), complying with local employment law and running their monthly payroll.
Companies entering Belgium can make a decision whether to use their own resources or to use a Global Employment Organization to handle employment and payroll responsibilities. A GEO solution is particularly beneficial when a company is looking to setup an office quickly with a manageable cost. The complexity of employment regulations in Belgium makes the use of a GEO advisable to ensure full compliance with employment laws, including the drafting of local employment contracts for workers.
The company that is expanding into Belgium contracts with the GEO to employ and payroll their staff on their behalf. The GEO then assumes the legal responsibility for these employees, sponsoring them on work permits if necessary, complying with local employment law and running their monthly payroll. This is especially useful to fulfill all of the specific withholding requirements for pensions and benefits, as well as documenting termination, probation periods and leave requests.
Payroll | Belgium |
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Management Fee for Employer of Record Services / Monthly Payroll Costs | Please contact us for a quote |
Notes | Shield GEO pays the employee on a monthly basis, social security and income tax (which ranges from 25-55%) is taken at source and paid to the Belgium tax authorities. Employer social security contributions are between 32-38% of gross salary. |
Currency ? | EUR |
Tax | |||||||||||||
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Income Tax Rates | Monthly Taxable Income |
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Tax Returns Supplied | Yes |
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Employers Social Security and statutory contributions |
Between 32-38%. |
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Employees Social Security and statutory contributions |
13.07% uncapped. This comprises unemployment benefit 0.87%, medical care in the case of sickness and incapacity 3.55%, sickness and incapacity benefits 1.15%, pension (superannuation) 7.5%. |
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Insurance requirements | Medical not required but advised. |
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Can supply private health care | Yes |
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Can assist opening bank accounts | Yes |
Work Permits | |
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Can Sponsor Work Permit |
Yes, Shield GEO is able to sponsor non-EU workers on Belgian B Work Permits which allow them to work in Belgium. As the employer of record, Shield GEO handles all of the formalities and employment requirements in Belgium. The client maintains responsibility for day to day employee management. EU nationals to not require work permits to work in Belgium. |
Work Permit cost | €3,000 EURO |
Work Permit processing time | 8-10 weeks |
Work Permit process |
The local Employer (Shield’s local entity) must apply for an employment permit to employ the candidate, then a type B work permit. Once the type – B permit has been issued the candidate must contact the Belgian Embassy in their home country to apply for the visa to enter Belgium to commence their role Documentation required : employment contract, CV, passport photos, copy of the candidates CV and degree/diploma certificates. |
Can Work Permit be processed in country | No |
Switch Business Visa to Work Permit? | No |
Can Spouse work on dependent visa? | Yes |
Business Visas | |
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Can do Business Visa | Yes |
Business Visa Cost | $500 USD |
Business Visa processing time | 7 days |
There are specific rules for payroll and taxation in Belgium. 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. Self-employed individuals must also register with the social insurance fund for self-employed persons.
Information | Explanation |
---|---|
Remote Payroll ? | A remote payroll in Belgium is where a foreign company, i.e. a non-resident company, payrolls a resident employee in Belgium. One option for a non-resident company to payroll its employees (local and foreign) in Belgium is to use a fully outsourced service like a GEO, which will employ and payroll the staff on their behalf. |
Local Payroll Administration ? | In some cases, a company will register their business in Belgium under one of the forms available such as a Foreign Branch or Limited Liability Company, but prefer to have another company administer its payroll. This can be accomplished through a payroll provider. It is important to note that the company, as the Employer of Record, is still fully responsible for compliance with employment, immigration, tax and payroll regulations. But the payroll calculations, payments and filings can all be outsourced to the payroll provider. |
Internal Payroll ? | Larger companies with a commitment to Belgium may wish to run their own local payroll for all employees, foreign and local. In order to accomplish this, they will have to complete incorporation, register the business and then hire the necessary staff. There will be a need for in country human resources personnel who have the background needed to manage a Belgian payroll, and can fulfill all tax, withholding, and payroll requirements. |
Fully Outsourced Payroll & Employment ? | Companies can outsource the employment and payroll of their staff in Belgium to a GEO, like Shield GEO. This is possible for both foreign workers and Belgian nationals. This is the easiest, fastest and safest way to payroll staff in Belgium. Shield GEO manages all aspects of payroll for workers in Belgium, including taxes, withholding, social security payments and other statutory requirements. Shield GEO becomes the Employer of Record and employs the staff on behalf of the client. Staff are paid monthly with tax and social security deducted at source and paid to local authorities. Shield GEO will invoice the client monthly in advance of the payroll date. The invoice consists of the Total Cost of Employment (Base salary + Employers Statutory Contributions + Additional statutory contributions) and a Management Fee. Shield GEO provides the employees with payslips. Read more about outsourced payroll and employment through Shield GEO. |
Information | Explanation |
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Currency ? | EUR |
Information | Explanation | ||||||||||||
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Corporate Income Tax ? | 33.99% (CIT rate of 33% + a 3% crisis “surtax”) |
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Income Tax Rate ? |
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Payroll Tax ? | N/A |
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Sales Tax ? | 21% |
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Withholding Tax ? | 25% |
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Time to prepare and Pay Taxes ? | 161 Hours |
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Time required to start a Business ? | 4 Days |
Members of the EU, EEA and Swiss nationals do not need a work permit in Belgium. There are also exceptions made for executives of multinational companies with an office in Belgium, but all other workers will need one of the following types of work permits. The most common is the Work Permit Type B.
Once the work permit is issued, a visa may be applied for by the worker at an embassy in their home country. In Belgium, the work permit must be sponsored by a registered company for a specific position. If you have yet to complete the incorporation process you can use Shield GEO to sponsor the employee for the necessary permits.
Professional Card: Individuals who are self-employed or wish to start a business in Belgium will need to apply for a Professional Card, which will function as their work permit. The card can be applied for at the same time as their visa from an embassy in their home country. Please contact us for a quote.
To obtain a Type B Work Permit the employer must first obtain an employment authorisation and then apply for the Work Permit B.
It takes around 8 to 10 weeks to secure a work permit assuming the company is appropriately registered.
Documentation required (Employer):
Documentation required (Employee):
Please contact us for a quote.
The Belgian employer must first register with the Ministry of Labor as a sponsor of foreign workers.
Work Permit type B processing steps:
1. Applications should be submitted at least 15 working days prior to departure, and must be presented at the Belgian embassy in the home country in person.
2. An application is made with the Belgian Immigration authorities. The application is made by a Belgian company registered as a sponsor with the Ministry of Labor. The original “authorisation to employ” will be sent to the employer.
3. An Entry “D” Visa Application is lodged with the Belgian Consulate in the employee’s country of residence. The original work permit will be sent to the local municipality where the employer is established.
4. The employee travels to Belgium. Note the employee cannot be in Belgium when the application is lodged.
5. After arrival the employee applies for their Registration of Arrival and lodges their residential address
6. The employee submits ID Card application forms
7. The employee collects their ID Card and submits their biometric data.
It takes around 4 to 6 weeks to secure a work permit through Shield GEO. Please contact us for a quote.
Documentation required (Employee):
1. Applications should be submitted at least 15 working days prior to departure, and must be presented at the Belgian embassy in the home country in person.
2. Shield GEO makes the Work Permit application with the Belgian Immigration authorities.
3. An Entry “D” Visa Application is lodged with the Belgian Consulate in the employee’s country of residence
4. The employee travels to Belgium
5. After arrival the employee applies for their Registration of Arrival and lodges their residential address
6. The employee submits ID Card application forms
7. The employee collects their ID Card and submits their biometric data.
Category | Description of Visa |
---|---|
Work Permit Type A | This work permit is valid indefinitely and requires a previous position on a Type B permit for 4 out of 10 years. The worker must present evidence of the Type B visa when applying. |
Work Permit Type B | A Type B permit must be applied for by the employer on behalf of the employee for a specific position, and is valid for 12 months. It is renewable, but will only be available for jobs that cannot otherwise be filled by a Belgian or EU national. This is the most common visa for the purposes of corporate immigration. It is typically limited to 8 year duration unless the employee is a high earner. |
Work Permit Type C | This work permit allows temporary visitors such as students to work in Belgium for up to 12 months. |
A | Airport Transit Visa |
C | Short Stay Schengen Visa (work not allowed) |
D | Long Term Visa |
When setting up a company you may want to consider these factors:
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.
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.
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.
The most common types of company set up in Belgium are:
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.
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
– Less accounting obligations than corporations
– No need of minimum capital to start the business
– 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.
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
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:
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
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
(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).
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
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%
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:)
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)
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
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
(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
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
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%
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:)
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)
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
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
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
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
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%
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:)
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)
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
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
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 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.
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
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.
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.
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.
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
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
Rue Colonel Bourg 113 – 1140 Brussels
Administrative centre: Oudenaardsesteenweg 7 – 9000 Ghent
Website: http://www.eunomia.be
Rue du Lombard 34-42 – 1000 Brussels
Website: http://www.formalis.be
Avenue de Tervuren 43 – 1040 Brussels
Website: http://www.securex.be
Boulevard Anspach 1 – 1000 Brussels
Website: http://www.guichetentreprises.partena.be
Chaussée de Marche 637 – 5100 Wierde
Website: http://www.ucm.be
Quai de Willebroeck 37 – 1000 Brussels
Website: http://www.zenito.be
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 |