SETTING UP A COMPANY IN BELGIUM

Introduction

Another country at the heart of the European Union, Belgium has capitalised on its central geographic location, highly developed transport network, and diversified industrial and commercial base. Belgium is one of most prosperous countries in the EU, with a GDP of $35,000 in 2008. Belgium is relatively straightforward to set up in, although Company Directors are required to be educated to at least degree or diploma in their relevent field.

What are the most common types of company 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 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.

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 company 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?

Belgium 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 of Belgium, 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.

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 Belgium in order to start a commercial or industrial operation.

no prior authorization 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 authorization 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
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?

Please contact us at Mumtaz & Associates and we will be pleased to discuss matters in greater detail. We can ensure your business gets off to the quickest and most cost-effective start.