[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 52
• Société coopérative (SC) / coöperatieve vennootschap (CV) : the cooperative company must operate in accordance with cooperative standards and pursue a cooperative ideal. This type of company always requires three founders, and no minimum capital is required. The main purpose of the CV is to meet the economic or social needs of its shareholders.
liability (BV, CV and NV) is the scope of liability of the partners respectively the shareholders. In a partnership, the partners may be held severally and unlimitedly liable for debts of the company. This is not the case with companies with limited liability, where shareholders are only liable up to the amount of their respective contribution. The main differences between the BV, CV and NV are highlighted in the chart in annex. III. BRIEF OVERVIEW OF THE PROCEDURE (i) Opening a branch office If a foreign company decides to open a branch office in Belgium, no notarial deed is required since no new legal entity is incorporated. However, in order to open a branch office, certain documents must be filed with the registry of the Enterprise Court. The type of documents to be filed depends on whether the foreign company is governed by the law of another EU Member State or not. The branch office must also be registered with the CBE. Such registration includes information about the foreign entity (name, legal form, deed of incorporation, articles of association, etc.) and regarding the branch office (address, activities, legal representatives). Once this information has been filed, the branch office shall receive an identification number in the CBE. The opening of the branch office shall also be published in the Belgian Official Gazette. (ii) Incorporating a company According to the World Bank Survey “Doing Business” (2021), starting a business in Belgium is a straightforward process that should take less than a week. On the
Société
simple /
•
maatschap : an ordinary limited partnership is a partnership with joint and several liability, in which at least two natural or legal persons collaborate. This type of company is often used for family estate planning purposes. This form is attractive because it is easy to set up, but it has no legal personality and implies more risk due to the personal and unlimited liability. However, a partnership can acquire legal personality and become a general partnership ( Société en nom collectif (SNC) / Vennootschap onder firma (VOF) ) or a limited partnership ( Société en commandite (SComm) / Commanditaire vennootschap (CommV)), depending on whether all or only certain partners will be jointly and severally liable for the partnership’s debts and liabilities. In a limited partnership, only the managing or general partners are jointly and severally liable, as opposed to the silent or limited partners. In both types of partnership, decisions must be taken unanimously, unless the partnership agreement provides for decisions to be taken by a majority. The main difference between partnerships (VOF / Comm.V.) and companies with limited
ILN Corporate Group – Establishing a Business Entity Series
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