What are the formalities involved in setting up a company?

Starting a company usually means setting up a new entity with its own rights, obligations and assets. There are a lot of formalities involved. Here is some advice on how to proceed.

1. Choose your company form

From 1 May 2019, you will be able to select one of four basic forms:

• limited liability company (besloten vennootschap / bv)
• cooperative company (coöperatieve vennootschap / cv)
• public limited company (naamloze vennootschap / nv)
• partnership

What about existing companies?

If you already have a company, the new legislation provides for a comprehensive transitional regime. You will then have until 1 January 2020 to implement the mandatory measures. These would include the new company designations and the conversion of the capital in case of a private limited company (bv), for instance. If you prefer to introduce these changes immediately, go for the opt-in solution. You will then have to update all the articles of association by 1 January 2024.

2. Find out what the starting capital is

Under the ‘old’ regime, establishing a company was expensive. For limited liability companies (nv), the starting capital is still 61,500 euros, but for a private limited company (bv) – the most popular form of company – the capital prerequisite has been scrapped. All you have to ensure is a sufficient initial capital. This is a more economical and reality-oriented way of dealing with the assets of a company. Now, capital requirements are no longer absolute, but geared to real needs.

3. Draw up a financial plan

In your financial plan, you explain how you will finance your activities for the first two years, after which the notary will keep your plan securely. If your company goes bankrupt within the first three years, the court will request your financial plan to check whether you are personally responsible for your debts. You should therefore prepare it with great care.

4. Set up your company

For companies with limited liability, this is a task performed by a notary. He or she draws up a foundation deed, in which you appoint at least one director. The notary then goes to the Commercial Court where the report of the meeting and an extract from the articles of association are filed with the court registry. Your company ‘exists’ from this point on. You will receive a company number through the Crossroads Bank for Enterprises (CBE/KBO) and you can start. The procedure will finally be complete when the foundation text is published in the Belgian Official Gazette.

For certain companies, your notary can file the application with the clerk's office electronically, which speeds up the process of incorporation. This is called e-depot.

If you opt for a partnership, a private contract is sufficient, as was formerly the case. However, you are also required to register it at the Crossroads Bank for Enterprises (CBE/KBO).

5. Declaring your activity at an accredited business counter

Although the company is already registered with the Crossroads Bank for Enterprises (CBE), and has received its company number following filing with the clerk of the commercial court, the manager (SRL), one of the administrators, the daily manager (SA) or the person who is appointed to this task, has to register the company with an accredited business counter. In addition, the business counter also registers other data, such as activities and bank account numbers, the establishment unit, etc.

In case of changes (new address, telephone number, activity, etc.), you have one month in which to amend your registration in the CBE. After all, you are responsible for the correctness of the data entered in the CBE. These adjustments can be made either via a business counter or (in certain cases) via the "My Enterprise" application, 24 hours a day, free of charge.

6. Join a social security fund and a health insurance fund

Your company must get affiliated with a social security fund within three months of filing the foundation deed. Payment of the annual company social security contribution is also mandatory. As a company manager or partner, you must also personally join a social insurance fund. You can thus assert your rights in terms of family benefits, retirement and health insurance.

7. Activate your VAT status

If you are subject to VAT, your company number will also be activated as a VAT number. Your VAT number will then look like this: BE + your company number.

You can activate your VAT number yourself free of charge. The VAT administration should be the first to know about your new company. For this, an application needs to be submitted to the competent office before the start of your activities. Your business counter can also take care of this formality for a fee.

8. Registration of the company's beneficial owners

All Belgian companies, NPOs, foundations, trusts and similar entities are required to register their beneficial owners in the Ultimate Beneficiaries (UBO) register. The purpose of this register is to combat money laundering and terrorist financing. The register contains information about a company's beneficial owners, who may hide behind different entities, for example. 
You can access the UBO register via the MyMinFinPro portal.

9. Join a health insurance fund

The final step: join a health insurance fund of your choice. As soon as this is in order, you are insured for small claims (GP consultations, purchase of medicines, etc.) and major risks (hospitalisation, childbirth, etc.). As you are usually already registered with a health insurance fund, it is sufficient to report a change in status.