There is no minimum share capital required to incorporate a BV in Belgium. 

Nevertheless, the founders of a private limited company must ensure that company has sufficient equity at its inception to carry out its intended activities. In this assessment, foreign funds such as bank financing and subordinated shareholders loans may also be taken into account. However, the initial equity may not consists solely of borrowed capital.

Unless the deed of incorporation determines otherwise, all contributions to the company upon incorporation should be paid in full.

The BV must issue at least one share and at least one share must have voting rights. A share can only be issued in exchange for a contribution. Unless the articles of association provide otherwise, one vote is attached to each share and each share entitles the holder to an equal share in the profit. Under the new Belgian company legislation, it is possible that the shareholders of a BV have unequal profit rights. This enables the company to control the payment of dividends. A BV can issue shares with multiple (double, triple, ...) voting rights, shares without voting rights, with or without a preferred dividend or shares that can only vote under certain conditions.

Example:
A BV is set up with a contribution of € 10.000 by 2 shareholders, of which shareholder A is the driving force of the company, but does not have the financial resources, and shareholder B only participates to support shareholder A.
A possible distribution of shares:
Shareholder A contributes € 2.500 and receives 25 shares with triple voting rights (= 75 votes). Shareholder B contributes € 7.500 and receives 75 shares with 75 votes.

The annual account contains a list stating the number of issued shares, the payments made and the list of shareholders who have not fully paid up their shares, stating the amount still due.

The transferability of shares in the BV can be freely regulated by the articles of association. If nothing is provided in the articles of association, any transfer of shares is subject to the consent of at least half of the shareholders who hold at least three quarters of the shares, after deduction of the shares for which the transfer has been proposed. However, such consent is not required if the shares are transferred to a shareholder, to the transferee's spouse, or to the transferee's immediate relatives (parents, grandparents, children, grandchildren).

A BV can make a public appeal to the savings system through a public issue of securities. A BV can issue all securities that are not prohibited by law, including profit-sharing certificates, subscription rights (warrants) and convertible bonds. The BV shares generally remain registered shares, unless the BV is a listed company and the articles of association permit the issue of dematerialized shares.

A BV can be set up and managed by one person. This person can be either a natural or a legal person.

Founder liability
Founders bear a special responsibility. If the bankruptcy of the company is pronounced within three years after the incorporation, the founders can be held liable (in whole or in part) if it appears that the initial equity at incorporation was apparently insufficieint for the normal exercise of the intended activity over at least two years.

If the deed of incorporation appoints one or more shareholders, who jointly hold at least one third of the shares, as founders, the remaining shareholders, who subscribed to shares for a contribution in money, without directly or indirectly enjoying any special advantage, are considered ordinary subscribers, and don't incur personal founder liability.

A BV is managed by one or more directors, who may or may not form a board, and who are natural or legal persons. In this capacity, directors cannot be employees of the BV.

Directors can be appointed statutory or non-statutory.
A director statutory appointed in the articles of association can only be dismissed if an amendment is made to the articles of association. Unless the articles of associaton provide otherwise, the general meeting can terminate the mandate of a non-statutory director at any time and without giving any reason with immediate effect.

When a legal person takes on a director's mandate, he appoints a natural person who is charged as permanent representative with the execution of that mandate in the name and for the account of the legal person. The director-legal person can appoint any natural person as permanent representative. The permanent representative is jointly and severally liable with the legal person as if he had performed the relevant mandate in his own name and for his own account. The legal person may not terminate the permanent representative without simultaneously appointing a successor.

Each director can resign by merely notifying the administrative body. He may, however, not unnecessarily endanger the management of the company.

Each director may perform all acts that are necessary or useful for the realization of the object of the company, unless those for which the general meeting is authorized by law.

The articles of associaton can limit the powers of each director. Such restrictions cannot be invoked against third parties. The articles of assocation can give one or more directors the authority to represent the company alone or jointly. Such a representation clause can be invoked against third parties if it has been published in the Belgian Official Gazette.

The articles of associaton may impose restrictions on the authority to represent the company. Such restrictions cannot be enforced against third parties even if they are made public.

The administrative body may delegate the day-to-day management of the company, as well as representation to one or more persons, each of whom acts alone, jointly or as a board.

At least one general meeting must be held every year. The shareholders may participate in the general meeting. The members of the administrative body also attend the general meeting.

According to the provisions of the law, the general meeting is competent for:
- The appointment and termination of the mandate of the directors and
  statutory auditors;
- Determining the financial and other conditions under which the mandate
  of a director is granted, exercised and terminated;
- Granting discharge to the directors (approval of the policy) and to the
  auditor;
- The approval of the annual accounts;
- Giving the destination of the profits;
- An amendment to the articles of association;
- Topics when shareholders representing one tenth of the number of
  issued shares so request.

An attendance list is kept at every general meeting. Unless the articles of association provide otherwise, the shareholders may be represented by a proxy holder, who does not need to be a shareholder

Unless the articles of association provide otherwise, the decisions of the general meeting are taken by simple majority.

An extraordinary general meeting is required for an amendment to the articles of association, at which the shareholders present or represented represent at least half of the total number of shares issued and has obtained three quarters of the votes cast. A change of the objects requires at least four fifths of the votes cast.

The articles of association may offer shareholders the opportunity to participate remotely in the general meeting by an electronic means of communication made available by the company. The members of the bureau of the general meeting, the administrative body and, where applicable, the statutory auditor cannot participate in the general meeting electronically.

The shareholders can unanimously and in writing take all resolutions that fall within the competence of the general meeting, with the exception of those that must be passed by authentic deed.

Since a BV has legal personality, its income is taxed in the corporate income tax.

From 1 January 2020, the basic rate of corporation tax is 25%. For SMEs, a reduced tax rate of 20% applies to the first € 100.000 taxable profit. The part of the profit above € 100.000 is taxed at the standard rate. 

In order to benefit from the reduced SME rate, a gross remuneration of at least one director of min. € 45.000 is required, unless the taxable profit is less than € 45.000; then a remuneration equal to at least that taxable profit is sufficient.

The remuneration condition for benefiting from the reduced tax rate does not apply to small companies during their first four financial years from incorporation.

The founders of a BV are obliged to present a financial plan to the civil-law notary in which they account for the amount of the initial equity in the light of the intended activity of the company over a period of at least two years. The financial plan is kept by the notary, and has no publicity; in other words, third parties do not have access to it.

What does the financial plan consist of?
The financial plan must give an accurate description of what exactly your company intends to do, as well as an overview of all sources of financing at the start. For example, if certain guarantees are given to a bank, these must also be given immediataly. Furthermore, the plan must contain an opening balance sheet, a projected balance sheet and a projected financial statement after twelve and twenty-four months (a different periodicity is also possible). Other things to mention are: a budget of the expected income and expenditure over a period of at least two years and a description of the assumptions used in the estimation of the expected turnover and the expected profitablilty.

You can draw up the financial plan yourself, but in practice it is often advisable to have it drawn up. If desired, coventis can prepare the financial plan to account for the initial equity for the formation of your BV.

Why is the financial plan important?
If your BV would go bankrupt within three years after the incorporation, the founders may possibly be held personally liable (the so-called founder liability) for the company's commitments if it clear from the financial plan that the initial equity at the incorporation was insufficient to carry out the intended activity for two years in a normal manner.

COMPANY SOCIAL SECURITY AFFILIATION
Every company, which is subject to Belgian corporate income tax or non-resident tax, must join a social security fund within three months of depositing the deed of incorporation and pay the annual corporate contribution.

Companies can be exempt from the corporate contribution during the first three years from incorporation if, during the 10-year period prior to incorporation, the managers or directors and the majority of the working partners (who are not manager or director) have not been self-employed for more than 3 years.

DIRECTOR SOCIAL SECURITY AFFILIATION
As a representative of a company (director, manager, etc.) you are considered self-employed on the day of your appointment and you must join a social securty fund at the latest on the day of the start of your activity. That means in principle before the filing of the deed of incorporation with the company court. In practice, the affiliation of a director usually takes place within the quarter of incorporation of the company.

As a self-employed person you pay social security contributions every quarter through a social security fund. This is how you build up the following social rights: the right to a pension, child benefits, health care, etc.

The social security fund bases the calculation of the social contributions on the date provided by the tax authorities. This concerns the gross professional income, minus the operating expenses, charges and losses, determined in accordance with the legislation on income tax.

Your social security contributions are calculated on the basis of your income from three year ago. Afterwards, these contributions are, if necessary, regularized on your income for the current year.

If a director already has an independent status and resides in another EU member state and realizes a minimum of 25% of the turnover, working time and income from the independent activity of his foreign company, there is a good chance that he is not liable for social security in Belgium. He must then request form A1 from the authority responsible for the social security of the self-employed in his own country. This country informs the Belgian RSVZ and the countries consult each other (within 6 months) to determine to which legislation the person concerned is subject.