Forming a Private Limited Company in Belgium
Private Limited Company (BV)
A private limited company, which is abbreviated to BV in Dutch, is considered the preferred legal form for a small or medium-size enterprise in Belgium. A BV is a legal entity with equity that is separate from the shareholders' private equity. BV is the new short form for "besloten vennootschap", which was previously called BVBA. The shareholders of a BV have limited liability, i.e. they only commit to their contribution. In the event of bankruptcy, the creditors cannot appeal to the private assets of the shareholders, unless in exceptional cases.
Main characteristics of incorporating a Belgian BV:
- One shareholder is enough (which may be a company)
- No share capital required (however, the initial equity should be sufficient for the normal execution of the intended
- Contribution in kind is allowed with an auditor's report
- Free choice of bank account within the European Economic Area (= EU member states, Norway, Iceland, Liechtenstein)
- Liability of shareholders is limited to their investment
- Founders liability for 3 years after incorporation (in case of
bankruptcy due to insuffient initial equity)
- A financial plan is required
- Different types of shares are possible
- Shares can be made freely transferable
- Shares may have different voting rights
- Shares may have different rights to dividends
- Advantageous corporate tax regime
Why choosing Coventis for your BV?
Coventis is one of the foremost company formation experts in Belgium, offering you professional advice and assistance to register (incorporate) your company and provide guidance on the type of company that best suits your needs, assistance naming your company, ongoing company secretarial support, registered office services, and help setting up a business bank account.
As a specialist in setting up companies, Coventis takes care of your tailor-made BV, allowing you to concentrate on developing your business !
Click on the tabs below and learn more about the deed of incorporation, the initial share equity (share capital), share classes , founders, shareholders, administrative body/board of directors, general shareholders assembly/meeting, company tax, financial plan and social security in Belgium.
Deed of incorporation
The deed of incorporation of a BV must include the following information:
- The legal form and the name of the company;
- The region where the company is established (Flanders, Wallonia or
- The registered office address;
- If applicable, the email address and website of the company;
- Surname, given name, and address of the founders/shareholders;
- Shareholders' equity and the funds contributed/paid-in by the
- In case of contributions in kind, the name of the contributor, the number
of shares issued against each contribution, and the conclusions of the
- The beginning and the end of the financial year;
- Provisions regarding the creation of reserves and the distribution of
- The procedures of appointment and removal of company directors,
the extent of their powers and the way in which they exercise them;
- The identity of the persons authorized to manage and represent the
- If applicable, a description of the purpose of the company other than
providing its shareholders with a capital gain;
- A description of the object of the company (= the activities it wants to
- The place and time of the annual general meeting, admission to the
meeting and voting rights;
- The details of the proxyholders;
- The amount of the initial equity;
- The bank account in which the cash contributions have been deposited;
- The number of shares, any transfer restrictions if applicable, and, if there
are different classes of shares, the same data and the rights per class;
- The company formation costs;
- The mortgage charges or liens with which contributed goods are
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.
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.
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
- 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
- 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.
Some spontaneous testimonials
from our many satisfied customers
"A professional, but also personal approach. Fast, accurate and as agreed. Craftsmanship à la carte".
"You are the man who keeps promises and belongs to a dying breed. Top service delivered. Thanks again."
"It was a pleasure working with you, short response times, very professional, and an excellent knowledge of the related laws!"
"The founding process went very smoothly and exactly as I was told. There was nowhere a surprise or anything unexpected."
"In this way I would like to express my gratitude to you for the smooth and professional manner in which you supported us in setting up our BV. With your specific knowledge about forming the BV with foreign shareholders, you took many questions (and time loss) away from us. We will recommend Coventis to anyone who wants to start a business in Belgium."
"Nowhere else to be found. The professional, customer-focussed and above all personal approach of Coventis is exactly what you need as a starting and therefore uncertain entrepreneur. Always available and never a question too much. And all that for a price I couldn't do it myself. Hats off! Before my company was ready, I had already recommended Coventis to two friends."
"We received excellent support in the entire process of establishing our Belgian entity. They provide good advice, are very correct and accurate, customer-oriented and cost-efficient. We are ambassadors for Coventis!
"My company had to be set up quickly. Coventis has tackled this adequately and provided very good support. I am very satisfied with the course of the start-up and with Wim's aftercare. The greatest added value of doing business with Coventis is their never-ending positivity, reassurance and accessibility."
Step-by-step plan for setting up your BV
Drafting the memorandum
and articles of association
As a specialist in incorporating companies,
we draft the memorandum and articles of association tailored to your company and,
if desired, can also prepare the financial plan. According to Belgian law, the deed
will have to be drafted in Dutch. If the
shareholders do not understand Dutch,
an official translation is required.
Opening a bank account,
transfer of the initial equity &
receipt of the bank certificate
With the draft of the memorandum and articles of association, you can open a bank account in the name of your company. After the shareholders have transferred their contribution into the account, the bank will issue a bank certificate that must be handed over to the notary. The bank account remains temporarily frozen until your company is incorporated.
Execution of the
deed of incorporation
After the bank certificate is available,
we set up an appointment with the notary.
The notary can execute the deed based on
a Power of Attorney, so no actual presence
at the notary's office is needed.
Electronic filing & publication
of the deed of incorporation
The deed is immediately deposited electronically and an extract is published in the Belgian Official Gazette within 3 working days. Your BV obtains legal personality with the company number from the day of the deposit.
Registration with the CBE
& activation of VAT-number
After publication of an extract of the deed of incorporation in the Belgian Official Gazette,
we apply for the registration of the company
with the Crossroads Bank for Enterprises (CBE), and the activation of the company number as VAT-number. If desired, we can also take care
of the mandatory affiliation of the company
and its directors with a social security fund,
and complete the UBO register (= register
of ultimate beneficial owners).
Company formation documents
You will receive from us all founding documents, including an expedition of the authentic deed of incorporation, the share register, the extract from the Belgian Official Gazette, and the
extract of the registration with the CBE.
Required data and documents
- Company name and if applicable trade names
- Description of the object (activities)
- Registered office address
- Identity and residential address of the
shareholders and directors
- Initial equity upon incorporation
- Planned contribution of the shareholders
and the distribution of the shares
- If different share types: voting rights and rights
to dividends per share type
- Email address for official communication with the
company and if available the website
- Recto-verso scan of the identity card of the founders
and the directors
- Copy of the deed of incorporation and company
extract if the founder or director is a legal entity
- Financial plan (unless drawn up by Coventis)
- Scan of the bank certificate (after the contribution
of the shareholders has been paid)
- Proof of managerial skills (required if the registered
office is based in Brussels or Wallonia)
- Proof of professional skills (required for regulated
activities if the registered office is based in Brussels
BV company formation costs
Coventis guides you through the entire founding process. A first consultation without any obligation is always free of charge.
Coventis offers you a total package (one-stop shop) in which also notary fees, publication costs in the Belgian Official Gazette, CBE registration rights, etc. are included.
This provides you with an average saving of € 600 compared to the service package offered by our competitors.
(*) The notary fees included are calculated on an initial equity of up to € 18.600. If the initial equity is more than € 18.600, you must take additional deed costs into account.
FREE OF CHARGE:
- Formalities with regard to the affiliation of the director and
the company with a social security fund for the self-employed
- Registration of the ultimate beneficiaries in the UBO register
- Assistance with drawing up a financial plan:
€ 350, excl. VAT for EU-residents
- Assistance with opening a business bank account:
€ 150, excl. VAT for EU-residents
- Registration of additional establishment with CBO: € 88,5
- Auditor report in case of a contribution in kind
(eg machines, real estate, ...)
- Registered office and establishment address
ADDITIONAL SERVICES FOR NON-RESIDENTS
(who are shareholders or directors of the BV):
- application of a bis-register number for non-residents:
€ 88,5 excl. BTW
excl. VAT, for EU-RESIDENTS OFFER
- Consulting services with regard to the company's legal structure
- Availability check of company name
- Drafting of bespoke memorandum and articles of association
- Drafting of and representation by
- Appointment with notary, including all notary costs and deed registration fees
- Follow-up on the filing of the company extract with the company court
- Follow-up on the publication of the extract from the Mem&Arts in the Belgian Official Gazette
- Publication costs in the Belgian Official Gazette
- Compilation of company share register
- Application for registration of the company with the Crossroads Bank for Enterprises (CBE)
- CBE extract and CBE registration fees
- Application for activation of the company number as VAT-number