The Company Code governs the various ways companies are structured and how each structure operates.
In Belgium, businesses can be set up as:
- sole proprietorships (operated by natural persons acting on their own account), or
- legal entities (companies).
Every company has an independent existence. It is a legal entity and has its own assets. In principle, associates are not liable for its debts, although in the case of VAT and NSSO liabilities, there are exceptions.
This distinction between the assets of the company and those of the associates is the main advantage of undertaking an commercial venture as a company.
The professional card for foreign nationals is the permit authorising foreigners to work as self-employed professionals in Belgium
Company Legal Structures
The most common company structures are:
- the société anonyme (SA), a public limited company under Belgian law;
- the société privée à responsabilité limitée (SPRL), a private limited company under Belgian law; and
- the société coopérative (SC), a Belgian form of cooperative
Types of Activities and Related Regulations
Some professions are regulated, and certain conditions must therefore be fulfilled in order to practice in these areas.
All non-European foreigners wishing to operate as independent professionals on Belgian territory require a permit.
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
One-Stop Business Shop
The process of setting up a business has been greatly simplified. Companies can now be set up in just three days by submitting e-filing via the e-window.
In specific, the notary can now electronically sign a copy (a certified true copy) of a deed of incorporation and submit it concurrently to the official databanks of the FPS Justice, the Crossroads Bank for Enterprises, and the Belgian Official Gazette. A few minutes later, the client's company number is ready. The notary then receives the client’s company number just a few minutes later.
Registering a Company
Just three steps in three days are all that’s needed to establish a company:
- Bank: the founder pays in the minimum capital; this takes one day;
- Notary: the founder engages a notary to prepare a deed of incorporation and electronic statutes and to obtain a business identification number; this takes another day;
- One-Stop Business Shop: the founder activates the identification number, a further day is required for this.
Registration with Social Security
Anyone who is self-employed must be affiliated with a social insurance fund for self-employed workers.
If you wish to receive health insurance and disability coverage as a self-employed worker, you must select and subscribe to a mutual insurance company.
To obtain a VAT number, you must file an application with the local VAT office in the region in which your company has been established.
To practice certain professions, you must hold the licence, certificate, permit, registration or approval applicable to the field.
‘Services Directive’ and ‘One-Stop Business Shop’
The ‘Services Directive’ is a piece of European legislation aimed at facilitating the existence of companies wishing to provide services in the European Union, either inside or outside their country of origin. The Directive establishes rules that apply to individuals wishing to set up a business or temporarily provide services in the EU/EEA (the twenty-six member states of the EU, Iceland, Lichtenstein and Norway). It requires member states to eliminate unnecessary bureaucracy, simplify the formalities imposed on businesses and make public administrations more efficient.
To implement the Directive, each member is obliged to create ‘one-stop business shops’, online administrative portals that help businesses to complete their administrative procedures online. One-stop business shops provide detailed information about all administrative issues relating to the establishment or expansion of a service-provision business in a given country by replying, for example, to the following questions:
- Which permits, licences or notifications have to be obtained before starting a business (in my own or another country)?
- What are the procedures that have to be completed if I wish to temporarily provide services abroad?
- What do I have to do to apply for a licence? Which is the competent body?
- Are their licence fees? What are the corresponding waiting and/or processing periods?
- Which decrees and laws apply to the sector in which I will be operating?
- What do I have to do if I wish, for example, to open a restaurant or shop, or if I wish to offer travel agent services in another country without starting a business there?
- Which service should I contact for personal advice and further information?
Thanks to the one-stop business shops, it is no longer necessary to contact each public authority separately! The one-stop shops enable you to find all the information that you require and to submit online applications to the competent body through a single points of contact. All the administrative procedures can be completed online by means of the one-stop business shop. You only have to contact the appropriate one-stop shop in the country where you wish to conduct your activities.
All one stop-shops are associated with the EUGO network: a central website provides ready access to all one-stop shops in Europe. Of course, the services that they offer are not in any way compulsory. You can always directly contact the competent authorities.
The Walloon authorities have assembled all the information required by starting business operators on their SME Start-up website.
The Flemish authorities have assembled all the information required by starting business operators on their Enterprise Flanders web site.