[ESTABLISHING A BUSINESS ENTITY IN BELGIUM] 53
platform startmybusiness.be, it is now possible to incorporate an NV, BV or CV with the virtual assistance of a civil-law notary and without the founders having to be present or physically appear before the notary. For the incorporation of an NV, BV or CV, the intervention of a notary is indeed required to complete the registration procedure and to draw up the notarial deed. Prior to the incorporation, the founder(s) or someone acting on their behalf (such as the notary) will check the availability of the company name. A financial plan must also be available and contain certain mandatory information. In an NV, at least the minimum capital amount must be deposited on a Belgian account number. After execution of the notarial deed, the notary will file the deed and request the registration of the company with the CBE in order to obtain an identification number. Next, the one-stop shop has to verify whether the company meets the legal requirements for its intended activity and has to finalize registration in the CBE database. Once incorporated, the company’s ultimate beneficial owners (UBOs) must be registered with the UBO register. Finally, the company will need to be registered for VAT and as an employer with the National Social Security Office. IV. GOVERNANCE, REGULATION AND
explanatory notes. An annual shareholders' meeting must be held withing six months after the end of the financial year to approve the annual accounts. The annual accounts must then be filed with the National Bank of Belgium within one month after their approval by the shareholders’ meeting. Larger companies and companies which are part of a group that is required to publish consolidated annual accounts are obliged to appoint a statutory auditor. A Belgian company is considered to be a "larger company" if at least two of the following criteria are exceeded during the previous two financial years: - An annual turnover, VAT excluded, of EUR 9 million; - A minimum of 50 employees or; - A balance sheet total of EUR 4.5 million. The statutory auditor is appointed for a term of three years and must be approved by the Belgian authorities. The company's books must be kept at the company's registered office. The following documents and information must be filed with the registry of the Enterprise Court within 30 days and, as the case may be, published in the Annexes to the Belgian State Gazette: - Amendments to the company's articles of association; - Changes to the company's name or legal form; - Appointments and resignations of persons authorized to represent the company;
ONGOING MAINTENANCE (i) Reporting requirements
In the NV, BV and CV, the management body draws up an annual inventory and prepares the annual accounts, including the balance sheet, the results’ account and
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator