Belgium also called the Kingdom of Belgium, is a country in Western Europe that shares borders with Germany, France, the Netherlands, Luxembourg, and the North Sea (northwest). It is home to more than 11 million people, and its capital and largest city is Brussels, which is also a multilingual city. Belgium has two different cultural regions:
- Flanders, where people speak Dutch.
- Wallonia, where people speak French.
There is also a small group of people who speak German. Belgium has three official languages: French, Dutch, and German. The Euro is the currency used in Belgium.
Belgium is a parliamentary monarchy with a federal constitution. The European Union, the European Council, and the European Commission all meet there. It is also a part of the United Nations, NATO, the OECD, the WTO, the Benelux Union, and the Schengen area. The Belgian Trade Registry is in charge of company formation and registration.
Incorporation process
The following are the steps taken
Public limited company
At a meeting called an “incorporation meeting“, the public limited company will be made official. The meeting must happen in front of a public notary. During this meeting, the incorporation deed will be passed. It will not only make the company official, but it will also include the company’s articles of association. If the company is started with a cash contribution, a bank certificate is needed. Before registering a company, the person forming the company must make and sign a financial plan and give it to the notary public who will pass the deed of incorporation (s). In this financial plan, the people who set up the business explain why they need that much capital for the first at least two years.
The articles of association
The articles of association must include:
- The company’s name.
- Where its registered office is, its purpose, its capital, and its shares.
- The names of its directors.
- How it will be represented.
- The date of its annual shareholders’ meeting, and its financial year.
If the registered office of the company is in the Brussels region, the articles of association can be written in either French or Dutch. However, if the registered office is in the Flemish or Walloon region, the official language of the articles of association must be either Dutch or French. The shareholders who are forming the company must be present or have a representative at the meeting to form the company. This meeting must take place in front of a notary public. Proxy sites do not need to be made legal (a private proxy is sufficient). The new public limited company needs to be registered with the Crossroads Bank for Enterprises.
Public limited companies that pay taxes in Belgium must be part of a Belgian social insurance fund. This formality should be taken care of within three months of the public limited company being set up.
The incorporation deed
The incorporation deed must be sent to the clerk’s office of the business court with jurisdiction so that it can be published in the Annexes to the Belgian State Gazette.
Right after the incorporating meeting and in the same notarial deed, a general shareholders’ meeting will be held to appoint the director(s). (at least 3 directors, or 2 directors if less than 3 shareholders should be appointed. The sole director if foreseen in the articles of association) or, if a dualistic board structure is chosen, the board of supervisors, and, if needed, the statutory auditor. After the general shareholders’ meeting, where the director(s) is chosen, a meeting of the board of directors can be held right away. At this meeting, a managing director (or general manager) who is in charge of day-to-day management can be chosen, or, if a dualistic board structure is chosen, the executive board. A proxy can stand in for the directors if they can’t make it to the meeting.
