[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 51
ESTABLISHING A BUSINESS ENTITY IN BELGIUM
I. INTRODUCTION (i) Our law firm
The introduction of the eDepot system in 2005 allowed notaries to electronically file the notarial act and incorporation documents, triggering automatic registration in the digital registry of the Entreprise Court and the CBE database as well as publication in the Belgian Official Gazette. When a foreign entity considers establishing a business in Belgium, it can either set up a new company with its own legal personality or open a branch office which is not a separate and distinct legal entity from the foreign entity. In the latter case, no directors can be appointed in the Belgian branch office and only a legal representative can represent the foreign entity in Belgium. The foreign entity shall be liable for all acts performed by the branch office. II. TYPES OF BUSINESS ENTITIES The following types of companies /partnerships are available: • Société anonyme ( SA) / naamloze vennootschap (NV): the public limited liability company is more suitable for companies of a certain size, or when raising capital is the main focus. Only one founder is required to set up an NV. • Société à responsabilité limitée (SRL) / besloten vennootschap (BV) : the private limited liability company is the ‘default company form’ suitable for both small, medium-sized and large companies. Because there are very few mandatory requirements, a BV offers a lot of flexibility in setting up a tailor- made company. Only one founder is required to set up a BV and no minimum capital is required.
& DE BANDT is a law firm with a multidisciplinary approach and a focus on complex litigation. It addresses legal issues within the European economy that are driven by digital innovation, evolving business models, climate sustainability and other significant developments. & DE BANDT's specialization covers key legal areas such as EU law, competition law, regulatory compliance, public procurement, intellectual property, technology and data protection. (ii) Belgian company law Belgian company law has been reformed and modernized in 2019 to enhance Belgium's competitiveness compared to other European countries. The new Belgian Code for Companies and Associations (BCCA) simplifies and clarifies the applicable rules and introduces more flexibility for Belgian entrepreneurs, who can now incorporate a company structure without a minimum capital requirement (the BV or the CV). Over the past two decades, Belgium has enacted various regulatory reforms to improve its business environment. In 2003, Belgium established the guichet d'entreprises/ ondernemingsloket (i.e., one- stop-shop or OSS) and created the Crossroads Bank for Enterprises (CBE), a centralized database and register for companies. In the CBE, each legal entity has a unique identification number. One-stop shops are private organizations accredited at the federal level and responsible for registering legal entities and business units in the CBE database.
ILN Corporate Group – Establishing a Business Entity Series
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