Starting a Limited Liability Company in Belgium

1. Requirements for Starting a Limited Liability Company in Belgium

Legal Structure

In Belgium, the most common form of a limited liability company is the Soci\xe9t\xe9 \xe0 Responsabilit\xe9 Limit\xe9e (SRL), which is suitable for small to medium-sized businesses. The SRL has no minimum capital requirement and can be established by one or more shareholders, whether they are natural or legal persons.

Key Requirements

• Shareholders: At least one shareholder is required. There is no maximum limit on the number of shareholders.
• Directors: At least one director is required, who can be a shareholder or a third party.
• Registered Office: The company must have a registered office in Belgium.
• Business Purpose: The company must have a lawful business purpose.
• Notarial Deed: The incorporation of the SRL must be executed through a notarial deed.

Exceptions

One-Person SRL: A single individual can establish an SRL, known as a "one-person SRL" (SRL unipersonnelle), which has similar requirements but allows for a single shareholder.

2. Needed Documents for Company Registration

To register a limited liability company in Belgium, the following documents are typically required:

1. Articles of Association: This document outlines the company's structure, purpose, and rules.
2. Identification Documents: Valid identification (passport or ID card) of all shareholders and directors.
3. Proof of Address: Evidence of the registered office address in Belgium.
4. Notarial Deed: A deed executed by a notary public confirming the incorporation of the company.
5. Bank Certificate: A certificate from a Belgian bank confirming the deposit of any initial capital (if applicable).
6. Business Plan: While not mandatory, a business plan may be required by banks or investors.

3. Step-by-Step Procedure for Submitting Documents

Step 1: Choose a Company Name

Ensure the name is unique and complies with Belgian naming regulations. You can check name availability through the Crossroads Bank for Enterprises (CBE).

Step 2: Draft the Articles of Association

Prepare the Articles of Association, which must be signed by all shareholders.

Step 3: Notarization

Schedule an appointment with a notary to execute the notarial deed. The notary will verify the identity of the shareholders and ensure compliance with legal requirements.

Step 4: Open a Bank Account

Open a business bank account in Belgium and deposit any required initial capital. Obtain a bank certificate confirming the deposit.

Step 5: Register with the Crossroads Bank for Enterprises (CBE)

Submit the notarial deed, Articles of Association, identification documents, and bank certificate to the CBE. This can be done online or in person at a local CBE office.

CBE Registration Link: Crossroads Bank for Enterprises

Step 6: VAT Registration

If applicable, register for VAT with the Belgian tax authorities. This can be done simultaneously with the CBE registration.

Step 7: Social Security Registration

Register with a social insurance fund if you plan to hire employees. This is mandatory for employer contributions.

Step 8: Obtain Necessary Licenses

Depending on your business activities, you may need specific licenses or permits. Check with local authorities for requirements.

4. Important Information and Exceptions to Consider

Important Information

• Language: The official languages in Belgium are Dutch, French, and German. Ensure that all documents are available in the relevant language for your region.
• Taxation: Understand the corporate tax obligations and VAT requirements. Consult with a tax advisor for specific guidance.
• Annual Accounts: Companies are required to prepare and file annual accounts with the National Bank of Belgium.

Exceptions

• Minimum Capital: While the SRL has no minimum capital requirement, other forms like the Soci\xe9t\xe9 Anonyme (SA) require a minimum capital of \u20ac61,500.
• Foreign Shareholders: Foreign individuals or entities can establish a company in Belgium, but they may need to provide additional documentation, such as proof of residence or business registration in their home country.

Relevant Links

• Belgium.be - Company Formats
• Damalion - Guide to Creating a Limited Liability Company in Belgium
• Parakar - How to Register Your Company in Belgium
• Business Belgium - Setting Up Your Business
• Expatica - Starting a Business in Belgium

By following these steps and ensuring compliance with the legal requirements, you can successfully establish a limited liability company in Belgium. Always consider consulting with legal and financial professionals to navigate the complexities of business formation.

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