The Kingdom of Belgium is popularly known as the heart of Europe. Not only does it host the headquarters of the European Union; the location too is central. Bordering Netherlands, Germany, Luxembourg, France, and the vast North Sea, the country is a business hub of Europe.
Many companies aspire to operate from Belgium due to its location and free-trade policies that are conducive to business growth. Accessing European markets from Belgium is a lot easier and more meaningful than from any other country.
While we will discuss the benefits and advantages of having a company in Belgium later in this article, it is important to acquaint ourselves with the types and requirements of various business structures in Belgium.
Types of business structures in Belgium
Every business has its own requirements around which it is structured. A small firm may have different needs than a large corporation. Similarly, to adopt a certain business format businesses have to satisfy legal and state requirements. In the below table, a snapshot of various legal business structures in Belgium is presented along with other basic requirements.
| S# | Type | Belgian name | Min. paid-up capital required (approx.) |
| 1. | Private Limited Liability Company | SociétéPrivée à ResponsabilitéLimitée (SPRL)/ Besloten Vennootschap met Beperkte Aansprakelijkheid (BVBA) | €18,550 |
| 2. | Public Limited Liability Company | Naamloze Vennootschap (NV) / Sociedad Anonima (SA) | €61,500 |
| 3. | Limited Partnership | Société en nom collectif (SCS) / Gewone Commanditaire Vennootschap (GCV) | No minimum paid-up capital required |
| 4. | General Partnership | Vennootschap onder firma (VOA) | No minimum paid-up capital required |
There are other legal business structures too, however, the above listed are the most popular and favored by investors. The other types of business structures are:
- Cooperative with unlimited liability (SCRI/CVOA)
- Cooperative with limited liability (SC/SCRL – CV/CVBA)
Private Limited Liability Company (PLLC) – SPRL/BVBA
A private limited company is often the first choice of small and medium enterprises. It offers legal cover to the owners in the event of debt, loss, or bankruptcy. Owners, referred to as the directors, are not personally responsible for any such event, instead, the burden falls on the company; the company is recognized as a legal person in the eyes of law.
Secondly, a PLLC is not permitted to issue any kind of shares, profit bonds, or any such instrument to the public; this is an exclusive privilege of a Public Limited Liability Company
Apart from the minimum required paid-up capital i.e., the other major costs (approximations) involved are:
- Notarization – €900
- State & local fee (Ministry of Economy, etc.) – €1,300
- Bank account before registration – €6,200
- VAT registration – €100
- EORI registration – €60
- Stamp duties depending on the capital and other factors may be charged at 12% of the capital
Requirements for SPRL/BVBA
The legal requirements needed to be satisfied prior to registering a SPRL or BVBA in Belgium are:
- At least 2 people are required for incorporation
- Articles of incorporation are to be submitted to the local registry office
- At least one shareholder
Public Limited Liability Company – NV/SA
In Belgium, a Public Limited Liability Company is akin to a public limited company elsewhere. The format is favored by capital-intensive enterprises who plan to raise large sums in a short span of time without relying on bank loans etc. The company offers shareholding to the general public in the shape of shares that are valued at a certain price – the public buys these shares with the promise of dividends or the intention to resale the shares at a higher price.
The minimum required share capital to register an NV or SA is €61,500 while the maximum can be any amount feasible to the owners. Unlike other formats of business, shareholders of an NV or SA cannot participate in the decision-making process of the company; all decisions are made by the board of directors and approved by the chairman of that board.
Requirements to register NV/SA
- Details of identities of the founders
- 2-year financial plan
- Bank approval certificate for the capital
- Power of attorney (for founders, if applicable)
- Directors’ letters of acceptance
- Copies of passports of all directors
- Articles of association
- Act of incorporation
- Minutes of meetings
The costs involved to register an NV/SA are similar while registering a limited liability company to a large extent, involving notarization, state fees, local fees, commercial licenses, ministry fees, etc.
General & Limited Partnership
A partnership starts with two or more people coming together to promote a common commercial interest. The partners assume various roles based on their skills, expertise, or share capital. In a general partnership, all partners share a percentage of capital and may or may not play decision-making roles in the company. The profits are enjoyed as per the ratio of investment while the losses to are borne in a similar fashion.
In a limited partnership, one or a set of partners assume the role of non-active partners also called sleeping partners. The sleeping partners do not participate in the management or decision-making process and are primarily concerned about the profit/loss of the company.
The liability in a partnership is assumed personally; that is in the event of loss or debt, partners must compensate the aggrieved parties in a personal capacity whereas in a limited partnership only general partners assume full liability and not the limited partners. Limited partners of a Limited Partnership company are responsible only to the extent of their share in the company.
Costs involved in the formation and registration of the partnership are as follows;
- Notarization – €900
- Accountant to create a financial plan – €200
- State fee for registration – €90
Advantages of forming a company in Belgium
Belgium is centrally located in the prime region of Europe. Excellent trade relations with its neighbors and direct access to European markets can propel businesses to new heights. The open economy and availability of a skilled workforce are factors that largely attract foreign investors to make Belgium their business hub or branch out here.
Other factors that are highly attractive to businesses are:
- Transportation
- Technological advancement
- Ease of doing business
- Free market economy
- Global trade opportunities
- Availability or access to raw materials
- Strong state and political infrastructure
- No communication barriers as the majority of the people speak and understand English
You may also find these articles helpful
Guide on company registration in Belgium
Public limited liability company registration guide in Belgium
Registering a limited liability company in Belgium – full guide
