Deposit a financial plan with the notary, sign the deed of incorporation and the by-laws in the presence of a notary, who authenticates the documents and registers the deed of incorporation
Agency: Notary Office
The incorporation deed (which includes the initial version of the bylaws) must be drawn up in French or Dutch if done within Brussels. The required content is outlined in Articles 2:8 and 5:12 of the Company Code. The incorporation deed will then be signed by the founders and the notary. When the deed is signed it can only be done in person.
The requirements are:
- Personal information from founders
- Financial plan. The financial plan describes and justifies the amount of initial capital. The plan must show that the initial capital will cover company operations for at least the first 2 years. The founders sign the plan and deposit it in the notary public’s custody before incorporation.
Companies later have the option of filing and completing registration online with the notary or in person at the One Stop Shop.
If the company has opted for the “online” procedure, then notary will proceed to electronically file the documents through the online site (www.e-notariat.be), which is only accessible to notaries. The e-notariat system (e-depot project) allows notaries to electronically file the deed of incorporation with the various data banks and to obtain the enterprise number of the company. Even though the company is able to obtain the enterprise company number this way it must still visit the OSS in order to activate the number.
For the notary fees, the following formula shall apply:
- For the range of capital EUR 0 – 37,000 [= max EUR 37,000], the rate is 0.570%
- For the range of capital EUR 37,001 – 99,000 [= max EUR 62,000], the rate is 0.399%
- For the range of capital EUR 99,001 – 224,000 [= max EUR 125,000], the rate is 0.285%
- For the range of capital EUR 224,001 – 534,000 [= max EUR 310,000], the rate is 0.171%
- For the range of capital EUR 534,001 – 1,784,000 [= max EUR 1,250,000], the rate is 0.057%
- For the range of capital EUR 1,784,001 – 3,333,500 [= max EUR 1,549,500], the rate is 0.0228%
For the surplus, the rate is 0.0114%.
Time and cost: 1 day, fixed registration duty of EUR 50 + registration duty on written documents of EUR 95 + publication cost of EUR 228,93 (electronic filing) or EUR 283,38 (paper filing) + notary fees around EUR 1,100 + notary’s various costs (including file and administrative costs) of about EUR 500 + VAT
Register with the Register of Legal Entities and VAT at a centralized company docket (guichet-entreprises / ondernemingsloket) and obtain a company number
Agency: One-Stop Shop Register
After the filing of the deed of incorporation, the clerk’s office will automatically register the company with the Register of Legal Entities, which is part of the Crossroads Bank for Enterprises. The company will be given a single identification number, the enterprise number (numéro d’entreprise, or ondernemingsnummer), which can be activated only by using a recognized one-stop shop (guichets d’entreprises or ondernemingsloketten).
Based on the number of employees, the projected annual turnover, and the shareholder class (private individuals), the company will qualify as a small- or medium-size enterprise (SME) according to the meaning of the Promotion of Independent Enterprise (General Provisions) Act of February 10, 1998. For a small or medium-size enterprise, activation of the company’s registration with the Crossroads Bank for Enterprises (as referred to above) will be possible only once a certificate of competence has been obtained. The person in charge of daily company management must evidence his knowledge of business management with documentary proof of education (diplomas, etc.) or practical experience.
The company may request the VAT registration number either directly from the local VAT administration or through the centralized company docket, which can apply for the VAT registration number electronically (but in both cases, the VAT registration number will be granted by the VAT administration). The VAT registration and social security registration are done through a single enterprise number. The company therefore only needs to request the activation of the enterprise number as VAT registration number, if necessary for its activities. This activation can be done by the one-stop shop or directly by the VAT administration.
The fee for registering a company is EUR 88.5 for the main business entity and EUR 88.5 for every additional business unit to be registered with the Crossroads Bank for Enterprises.
VAT registration is (a) free of charge if done directly through the local VAT office and (b) EUR 55 (VAT excluded) if done through a one-stop shop (company docket).
Time and cost: 2 days, EUR 88.5 (registration fee) + EUR 55 (VAT registration)
Register ultimate beneficial owners in the UBO register
Agency: UBO register
The law of 18 September 2017 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and limitations to the use of cash provided for the creation in Belgium of a centralized register of beneficial owners ( “UBO” stands for “Ultimate Beneficial Owner”). The Law provides for the obligation for the companies, a(i) SBL and foundations to collect and hold adequate, accurate and current information on their beneficial owners and (2) for the administrators to transmit this information within the month and by electronic means to the UBO register.
The UBO Register has been launched on 2 October 2018 for new companies. Existing companies have a delay until 30 September 2019 to register their UBOs.
Time and cost: Less than a day (online procedure), free of charge
File the “Dimona In” statements and register employees with Social Security
Agency: Social Security agency
Whenever a new employee is hired, employers have to file DIMONA IN declaration (Déclaration Immédiate/ Onmiddellijke Aangifte) before the emloyee starts working to notify this information the Social Security Agency. This information, together with declarations about employees leaving the company (DIMONA OUT) is used by different governmental agencies to attribute social benefits to employees.
It can be done online at no cost.
Time and cost: Less than a day (online procedure), simultaneous with previous procedure; Free of charge
Undersign an insurance for accidents at work
Agency: Insurance company
According to the Accidents at Work Act of 10 April 1971, it is legally required for new companies to undersign an insurance for accidents at work and on the way to and from work prior to occupying their first employee.
The company needs to enter into an insurance contract with an insurance company authorized to extend this type of insurance policy. This requires the conclusion of a contract on the basis of information to be given and has no particular time frame. If the founders of the company do so wish, they can already take all necessary steps and enter into the contract prior to the incorporation (acting on behalf of the company in the process of incorporation) and have the company assuming the obligations immediately upon/shortly after incorporation.The cost depends on the insurance company with which the policy is entered into, the type of activity of the company and of the employees to be insured, the number of employees to be insured, their remuneration level, and the guarantees and services a company wants to conclude in addition to the minimum statutory requirements.
Time and cost: 1 day, simultaneous with previous procedure, Cf. details of the procedure
