Starting a Limited Liability Company in Belgium

Requirements

Starting a limited liability company (Soci\xe9t\xe9 \xe0 Responsabilit\xe9 Limit\xe9e, SRL) in Belgium involves several steps, including understanding the requirements, preparing necessary documents, following the correct procedures, and being aware of important information. Below is a detailed guide to help you navigate the process.

1. Legal Structure: The SRL is the most common legal form for small and medium-sized businesses in Belgium. It can be established by one or more shareholders, who can be either natural or legal persons.
2. Minimum Capital: There is no minimum capital requirement for an SRL, which provides flexibility for entrepreneurs.
3. Shareholders: At least one shareholder is required to establish an SRL. Shareholders do not need to be Belgian residents.
4. Directors: The company must have at least one director, who can also be a shareholder.
5. Business Purpose: The company must have a lawful business purpose, which should be clearly defined in the Articles of Association.

Needed Documents

1. Articles of Association: This document outlines the company's structure, purpose, and operational rules. It must be notarized.
2. Identification Documents: Valid identification (passport or ID card) of all shareholders and directors.
3. Proof of Address: A document proving the registered office address of the company.
4. Bank Certificate: A certificate from a Belgian bank confirming the deposit of the initial capital (if applicable).
5. Business Plan: While not mandatory, a business plan can be beneficial for clarity and future planning.
6. Tax Identification Number: If applicable, a tax identification number for the shareholders.

Procedure

1. Choose a Company Name: Ensure the name is unique and complies with Belgian naming regulations. You can check name availability through the Belgian Business Register.
2. Draft the Articles of Association: Prepare the Articles of Association, which must include the company name, registered office, purpose, and details about the shareholders and directors.
3. Notarization: The Articles of Association must be signed in the presence of a notary public. The notary will also prepare the deed of incorporation.
4. Open a Bank Account: Open a business bank account in Belgium and deposit the initial capital (if applicable). Obtain a bank certificate confirming the deposit.
5. Register with the Crossroads Bank for Enterprises (KBO): Submit the notarized Articles of Association and other required documents to the KBO. This registration is mandatory and provides your company with a unique enterprise number.
6. VAT Registration: If your company will be subject to VAT, you must register with the VAT authorities. This can often be done simultaneously with KBO registration.
7. Social Security Registration: If you plan to hire employees, register with a social insurance fund.
8. Obtain Necessary Licenses: Depending on your business activities, you may need specific licenses or permits.

Important Information

• Legal Compliance: Ensure compliance with the Belgian Companies and Associations Code (BCAC), which governs company law in Belgium.
• Directors' Liability: Directors have limited liability, which is capped based on the company's turnover and balance sheet total.
• Business Address: The registered office must be located in Belgium.
• Language: All documents must be in one of the official languages of Belgium (Dutch, French, or German).
• Exceptions: If you are a foreign entrepreneur, you do not need to be a resident of Belgium to establish a company.

Relevant Links

• Belgium.be - Company Formats
• Damalion - Guide to Creating an LLC in Belgium
• FPS Economy - Incorporation of a Company
• International Trade Council - How to Register a Company in Belgium
• Expatica - Starting a Business in Belgium
• Laga - The New Belgian Companies Code

By following these steps and utilizing the provided resources, you can successfully establish a limited liability company in Belgium.

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