What types of companies can be formed in Belgium?
The following companies are recognized as legal forms of company in Belgium since the new law 1st of May 2019.
- Unincorporated enterprises :
One-man business / Sole trader / Eenmanszaak
Professional Partnership / Maatschap
- Enterprises with legal personality
Public limited liability company / naamloze vennootschap
Private limited liability company / besloten vennootschap
Cooperative company / coöperatieve vennootschap
before the new legislation there, Belgium had 17 different kinds of companies.
Since 1.05.2019 only 4
What is the minimum share capital for each company ?
For unincorporate enterprises no capital is required.
For private limited ability companies (BV) the minimum share capital is in principal nihil. It will be replaced by the obligation to provide “adequate initial capital” which can consist of both equity and debt (alone).
For public limited liability companies (NV) the minimal capital of 61.500,00 € required.
Are there any requirements to the company management in Belgium?
Anyone can become a director provided that they do not have a management ban which maybe imposed by the court.
What documents are required for the company formation in Belgium?
Companies must be registered in the trade register of the chamber of commands.
There statutes must be published in the Belgian Gazette.
For private limited liability companies (BV) and public limited liability companies (NV) the articles of the association must be drawn up and approved by the notary.
Afterwords they have to be published in the Belgian Gazette.
What is the company registration process in Belgium:
- Name and address of the registred office .
- The propose of the company.
- The types of shares.
- The rules for the transfer of the shares.
- Management of the company :
- The financial statements of the fiscal year.
- Annual meeting :
- The policy for the dissolution of the company.
Are the details of the company ownership public in Belgium:
A public limited liability company and limited liability companies have to publish their founders /shareholders in the Belgian Gazette.
The same for the limited liability companies.
Can a foreign individual or company own shares in a Belgian company?
Yes it is possible, there are 3 possibilities
- You are an EU citizen or you are a national of Norway, Iceland or Lichtenstein than you do not have to compete any further formalities.
- You have a professional card.
- This is personal and valid for a maximum of 5 years. You can then extend this card.
- If you have the right of residence in Belgium you can apply for a professional card
- If you do not live in Belgium you can go to the Belgian embassy or consulate.
- Are exempt from the obligation to have a professional card.
- This exemption may have to do with the nature of your activities, the nature of your residence permit or with international treaties.
Corporate tax rate in Belgium
For 2019:
- Van 0 tot 100.000€ : 20 % + crisistax 2% = 20.4%
- Avove 100.000€ : 29% + crisistax 2% = 29,58%
- Above 100.000€ : normal rate.
In 2020 :
- 0 tot 100.000€ : 20 %
- above 100.000€ : 25%
What are the rules for issue in dividends from Belgian company:
3 possibilities :
- An ordinary dividend payment on which a regular general meeting also refered to statutory or annual meeting (decided).
- An interim dividend on which a special general meeting decides;
- An interim dividend on which the governing body decides if the articles if the association provide it.
You can not pay an interim dividend in any form of company.
You can not pay reserves with an interim dividend or with an ordinary dividend.
It is the dividend on the result of the current financial year, only corrected with the profit of loss.