The limited liability company (BV) has been the most widely used legal form in Belgium since the new Companies and Associations Code (CPC) of May 1, 2019. It replaces the former BVBA and is particularly flexible. Whether you want to professionalize as a self-employed person or start a business as a team, a BV offers you legal personality and protects your private assets. Mr. Mohamed Asfour, a business law attorney in Brussels, will guide you through the entire incorporation process.
Why set up a limited liability company?
- Limited Liability: As a shareholder, you are basically only liable to the extent of your contribution. Your private assets are protected.
- Professional appearance: A corporation inspires confidence among customers, suppliers and financiers.
- Fiscal optimization: Through payroll and dividends, you can optimize your tax burden compared to a sole proprietorship.
- No minimum capital: Under the WVV, there is no longer a mandatory minimum capital, but there is an obligation for adequate initial capital.
- Flexible structure: The limited liability company is particularly flexible in its shareholder and management structure.
Step 1: Prepare a financial plan
Prior to incorporation, you must establish a financial plan commissioned. This plan shows that the initial capital is sufficient for the normal pursuit of the planned activities for at least two years. The financial plan is kept with a notary and can be requested in case of bankruptcy within three years of incorporation.
Step 2: Choose name and registered office
Check beforehand whether the desired name is already in use through the Crossroads Bank for Enterprises (CBE). The name should not create confusion with existing businesses. The corporate headquarters is the official address of the company and helps determine the competent district court.
Step 3: Create bylaws
The statutes Are the constitution of your company. They govern the name, seat, purpose, share structure, powers of the director(s) and decision-making. A lawyer can help you write customized articles of incorporation so that they provide maximum flexibility and maximum protection.
Step 4: Incorporation via notary or private deed
A limited liability company can be established through a authentic instrument (at notary) or through a private deed (without a notary). The notarial deed is mandatory when real estate is contributed. For cash contributions, a private deed is sufficient. Once signed, the deed is filed with the registry of the corporate court and published in the Belgian Official Gazette.
Step 5: Enrollment in the CBE and activation.
After incorporation, you must register your company with the Crossroads Bank of Enterprises through an authorized business office. You will receive a company number and choose the relevant VAT activities. If you carry out activities subject to VAT, you must also register with the FPS Finance as a VAT payer.
Step 6: Deposit bank account and start-up capital
Open a professional bank account in the name of the company. If you contribute capital, it will be deposited in an escrow account that will only be released after incorporation. Don't forget to also think about an accountant, a social secretary (for remuneration) and professional liability insurance if applicable.
Lead time and costs
In principle, a limited liability company can be established in 2 to 4 weeks (private deed) or 3 to 6 weeks (notarized deed). Costs vary depending on whether you choose a notary (average €1,500 - €2,500) or a private incorporation (publication fee + company office: approx. €250 - €500).
Legal guidance for your limited company formation
Novex Lawyers assists entrepreneurs in Brussels and the Brussels region with the establishment of their private limited company: from the financial plan over the articles of association to the registration and further legal structure. Contact us today for a free consultation on your project.
