Starting a Limited Liability Company in Belgium
Starting a Limited Liability Company in Belgium
1. Requirements for Starting a Limited Liability Company in Belgium
To establish a limited liability company (known as Soci\xe9t\xe9 \xe0 Responsabilit\xe9 Limit\xe9e or SRL in French and Besloten Vennootschap or BV in Dutch), you must meet the following requirements:
- Shareholders: At least one shareholder is required, who can be a natural person or a legal entity.
- Directors: At least one director is required, who can also be a shareholder.
- Registered Office: The company must have a registered office in Belgium.
- Capital: There is no minimum capital requirement for an SRL/BV, but the company must have sufficient capital to conduct its business.
- Business Purpose: The company must have a lawful business purpose.
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2. Needed Documents for Company Registration
When registering your limited liability company in Belgium, you will need to prepare the following documents:
- Articles of Association: This document outlines the company's structure, purpose, and rules.
- Identification Documents: Valid identification (passport or ID card) of the shareholders and directors.
- Proof of Address: A document proving the registered office address in Belgium.
- Declaration of Non-Conviction: A declaration stating that the directors have not been convicted of any financial crimes.
- Bank Certificate: A certificate from a Belgian bank confirming the deposit of the initial capital (if applicable).
- Registration Form: A completed registration form for the Crossroads Bank for Enterprises (CBE).
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3. Step-by-Step Procedure for Submitting Documents
Step 1: Prepare the Documents
Gather all the necessary documents listed above.
Step 2: Draft the Articles of Association
You may need a notary to draft the Articles of Association. This document must be signed in the presence of a notary.
Step 3: 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.
Step 4: Notarization
Have the Articles of Association notarized by a Belgian notary.
Step 5: Register with the Crossroads Bank for Enterprises (CBE)
Submit the notarized Articles of Association and other required documents to the CBE. This can be done online or in person at a local CBE office.
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Step 6: Obtain a Company Number
Once registered, you will receive a unique company number from the CBE.
Step 7: Register for VAT
If your company will be subject to VAT, register with the VAT authorities.
Step 8: Membership of a Social Insurance Fund
Register with a social insurance fund if you plan to hire employees.
Step 9: Additional Licenses
Depending on your business activities, you may need additional licenses or permits.
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4. Important Information and Exceptions to Consider
- No Minimum Capital Requirement: The SRL/BV has no minimum capital requirement, but it must have sufficient funds to operate.
- Single Shareholder: A single shareholder can establish an SRL/BV, making it a flexible option for entrepreneurs.
- Liability: Shareholders' liability is limited to their contributions to the company.
- Tax Registration: Ensure that you register for tax purposes, as this is crucial for compliance.
- Language: Documents may need to be in one of the official languages of Belgium (Dutch, French, or German).
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By following these steps and ensuring you have the necessary documents, you can successfully establish a limited liability company in Belgium. Always consider consulting with a legal or business advisor to ensure compliance with local laws and regulations.