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Type of Structures Belgium

Type of Structures Belgium

The types of structures in Belgium are suited for a wide array of business needs and foreign investors in the country can choose the legal entity that complies best with their business requirements. Those who register a company in Belgium will enjoy the straightforward procedure and the relatively speedy process.

Our Belgian lawyers can guide you through the company incorporation procedure and can also assist you in selecting the right type of legal entity.

 Quick Facts  
Main types of Belgian companies/structures

– limited liability company (SRL/bv),

– public limited company (SA/nv),

– cooperative (SC/cv),

– general partnership (SNC/vof),

– limited partnership (SComm/ CommV),

– sole propietorship.

Foreign entities in Belgium

– branches,

– subsidiaries,

– representative offices

Minimum share capital

None for SRL/bv,

61,500 euros for SA/nv

Bank account required for share capital (YES/NO)

YES

General steps to open a company

– select business structure,

– register local address,

– prepare incorporation documents,

– deposit shared capital,

– register with Crossroads Bank for Enterprises,

– register for tax purposes, etc.

General required documents

– Articles of Association,

– ID documents of directors/shareholders,

– business plan,

– proof of deposited capital,

– proof of address, etc.

Special licenses and permits

Industry-specific (healthcare, finance, tourism, education, transportation, etc.)

Corporate income tax rate

25% (standard);

20% for SMEs under certain conditions. Our lawyers can detail.

Personal income tax for sole traders

From 25% to 50% based on earned income

VAT registration Mandatory for all legal entities selling taxable goods/services in Belgium.
VAT rates

– 21% (standard);

– 12%, 6% (reduced)

Minimum shareholders required

1 for both SRL/bv and SA/nv

Virtual office possibility (YES/NO)

YES

Residency requirement

None

Assistance by our law firm in Belgium

Our attorneys can help you select the appropriate business type and help you through the incorporation process.

What are the main types of companies in Belgium?

Belgium has several types of companies, each with its own characteristics and advantages. While some business entities are best suited for large companies, investors who want to start a small or medium sized company will benefit from choosing simpler business forms, especially if they do not want to list the company on the stock exchange.

In order to make the right choice, investors will need to consider how much capital they are willing to invest in the early stages of the company and the obligations for shareholders associated with each company type.

The table below highlights the main characteristics of the available types of business entities in Belgium:

Type of companyLiabilityOther details
Private limited company (SRL/bv)The founders are only liable to the extent of the invested capital.Can be established by one or more individuals. 
Public limited company (SA/NV)The shareholders are only liable as per the amount of capital they have invested.Suited for large corporations as the share capital is larger and the shares can be traded publicly.
General PartnershipThe founders are jointly liable.The partners take every decision unanimously and they run the partnership by uniting their business goals and expertise.
Limited PartnershipOnly the general partner bears full liability while the other partner or partners are not involved in management and have limited liability.The sleeping partners will only contribute with the financial means to run the partnership but do not take management decisions.
Partnership Limited by ShareAlso includes partners with general liability and the limited liability partners.Unlike the limited partnership, this type has a share capital.
Sole ProprietorshipThe simplest business form and also the one in which the founder is fully liable with all of his assets.Can be successfully be used by consultants and other individuals engaging in liberal trades, however, they must be well aware of the unlimited liability.

The most popular types of companies in Belgium are the public and private limited liability companies. These two business forms will have different requirements for the minimum share capital, the number of shareholders and the management of the company.

Branches and subsidiaries are a good choice for foreign companies that want to establish their presence in the Belgian market. The main difference between these two is the liability of the mother company abroad to which investors should pay close attention. In this respect, the branch is the one for which the parent company bears liability while the subsidiary is an independent company from the foreign one (although the foreign company can still control the subsidiary through shareholdings).

The consultants at our law firm in Belgium can give you detailed information about the requirements for each type of company. We can also offer you advice if you are interested in starting your own one-man business as a sole proprietor in Belgium

We invite you to watch the following video on Belgian business forms:

How to choose a business form?

Choosing a suitable business form is the first and most important decision when starting a business in Belgium. Each of the available business forms, sole trader, partnership or corporation, has obvious advantages that may be important to investors. However, some of their other characteristics, such as the liability described in the table above, should also be carefully taken into consideration. Our lawyers in Belgium recommend that investors answer the following questions for the purpose of choosing a suitable business form:

  • What are the types of activities the business will engage in?
  • How many founders will the business have? Will only one individual incorporate it? Or by two or more partners?
  • What is the available capital for the company? what are the contributions of each partner?
  • Will the company develop over type to require a change of business form?

Answering these questions can be a good start for determining the needs according to the business type. The incorporation procedure will also depend on the chosen type of company, for example, it is much easier to incorporate a sole trader compared to a private limited liability company, however, only the investors can answer the question if the easier incorporation justifies the amount of liability for the sole trader.  

Sole traders in Belgium

Sole proprietorship is one of the most popular company types in Belgium. There is no legal distinction between the individual and the business itself, so the business owner is personally responsible for all aspects of the business.

Establishing a sole proprietorship is easier, less costly, and involves relatively less paperwork compared to other business types in Belgium. A registered sole proprietorship in Belgium must be affiliated with a social insurance fund if the business intends to hire staff.

There are no minimum capital requirements for this type of business, and sole proprietorships with revenue below 25,000 euros revenue/year have fewer tax obligations, simplified bookkeeping, and can claim VAT exemption. Our lawyers in Belgium can help with registration for sole traders.

Private limited company (SRL/bv) in Belgium

The SRL/bv is the most common company type in Belgium used for small and medium-sized enterprises. There is no longer the need to provide a minimum capital requirement for setting up a private limited company. However, you are still required to have sufficient starting capital. Additionally, you still need to draft a financial plan, and a notarial deed.

The private limited company allows for a flexible shareholder structure, giving you the option to involve others in your business as shareholders if desired. However, this type of company has fewer opportunities to transfer shares compared to other business forms.

In terms of liability, the personal assets of the shareholders are generally protected from the company’s debts, providing a level of security and protection from potential creditors.

Our Belgian lawyers can help you open an SRL/bv if you are interested.

Public limited​ liability company (SA/nv) in Belgium

This business structure in Belgium is primarily intended for large companies, whether they are publicly listed or not.

To set up a public limited liability company, it’s essential to be able to provide a high starting capital of at least 61,500 euros. This is a substantial capital requirement compared to some other forms of business entities in Belgium. Shares in an SA/nv are freely transferable, including by anonymous investors. Partners or shareholders remain hidden, and their liability is limited to their contributions to the company.

Some of the necessary items and requirements for establishing an SA/nv include drafting a financial plan for the company, a notarial deed upon incorporation, and a share register. The board of directors must have at least three directors, or a dual-body system if preferred. SA/nv must adhere to double-entry bookkeeping, which is a specific accounting method. Our accountants in Belgium can help you in this case.

Requirements for the share capital in Belgium

The minimum share capital requirements differ from one company to another and this can be a key factor when selecting the type of company in Belgium. The following requirements for capital and shareholders apply to the most popular business forms in Belgium:

  • Private limited liability company: minimum share capital is no longer required;
  • Public limited liability company: at least 2 shareholders and 61,500 EUR fully subscribed upon incorporation;
  • General partnership: no minimum share capital is needed in this case.

Regardless of the chosen business form, all companies in Belgium are subject to taxation and annual filing requirements according to the IFRS or the Belgian GAAP. When working with our accountants in Belgium you will have access to complete bookkeeping services, the preparation of the company’s annual accounts, tax and VAT payments and submissions, and audit as needed.

Corporate income tax in Belgium

In Belgium, most businesses are subject to corporate income tax, but there are exceptions (the voluntary sector, education, personal assistance, etc.). Our attorneys in Belgium will briefly explain the taxation system to you.

The standard corporate tax rate in Belgium is 25% starting from the 2021 tax year, for tax periods starting no earlier than January 1, 2020.

Additionally, if you own a business, you might also be subject to other taxes as well such as VAT, withholding taxes, stamp duty, social security contributions, etc. We can help you with your taxes at our law firm in Belgium.

Company structure and management in Belgium

The private limited liability company is the only type of company that can be incorporated by a single individual. This type of company must appoint a company director and has several legal and administrative obligations. 

In most cases, the liability of the shareholders is limited to the amount of their investment in the share capital. Our attorneys in Belgium can give you complete details about the duties and responsibilities of company shareholders and directors in the country.

Our agents can also help you comply with corporate taxation in Belgium and observe the regulations for financial reporting and auditing. We can also help you with tax minimization strategies.

Opening a company in Belgium is a straightforward process that starts with choosing the most suitable business form for the desired type of activity as well as an original business name. Investors can benefit from discussing with our team of attorneys in Belgium for more information about the exact requirements as well as preparing the company documents. Our lawyers can also assist foreign investors who cannot be present in the country throughout all of the company incorporation procedure.

Apart from the requirements described herein, any type of Belgian company that engages in trading within the EU is required to observe certain customs laws and the rules for EORI registration.

Statistics about Belgian companies

If you wish to learn more about Belgian companies and the country’s business environment, here are some interesting statistics provided by Statbel:

  • In 2020, there were a total of 716,313 enterprises in the manufacturing and market services sector;
  • The sector with the highest percentage of one-person enterprises (no employees) was professional, scientific, and technical activities (28.1%);
  • The sectors with the highest number of employees were wholesale and retail trade (529,398 employees), and manufacturing (473,028 employees).

You can contact our law firm in Belgium for details about investing in the country and the commercial code