It is possible to set up a Belgian business through a variety of company forms and arrangements. The main types are set out below.
According to Belgian Company law, a company and its shareholders are separate legal persons. A Belgian Company therefore has rights and duties, independent of its shareholders and directors, and can take (or be the subject of) legal actions in its own name.
The two most widely used forms are:
The Public Limited Liability Company (in Dutch: Naamloze Vennootschap “NV”, or in French: Société Anonyme “SA”):
An NV/SA is a company with share capital, in which shares can be bought and sold freely (subject to its articles of association and bylaws). This is generally the type of company dealt with on Euronext. The minimum initial capital is EUR 62.000,00 (fully paid up).
The Private Limited Liability Company
(in Dutch: Besloten Vennootschap met
Beperkte Aansprakelijkheid “BVBA”, or in French: Société Privée à Responsabilité Limitée “SPRL”):
A BVBA/SPRL is an association of persons, frequently used by small businesses. The shares must be registered. The minimum initial capital is EUR 18.600,00 (with at least EUR 6.200 paid up) (or 12.400 EUR for a EBVBA).
Companies incorporated in Belgium must comply with the following legal requirements:
A foreign company can also establish a branch the ability to deal directly with third parties.
The foundation of a branch involves much formal documentation, necessitating translation, legalisation or authentication (with an ‘apostille stamp’).
Belgian branches of foreign companies are subject to the same requirements as Belgian companies. Moreover, the annual accounts of the parent company are to be published, in their relevant format in Belgium.
The following types of partnerships may be established in Belgium: • General partnerships;
Depending on the type of company formed, the financial liability of the partners may be limited or unlimited.
A joint venture generally involves a contract-based co-operation on a project between two or more parties, where they may agree to share expenses or income, or both, derived from the project. Its legal implications are to be determined in the joint venture contract by the parties concerned.