Public limited liability company registration guide in Belgium

Belgium, often known as the Kingdom of Belgium, is located in Western Europe and shares its borders with Germany, France, the Netherlands, Luxembourg, and the Northeast. Brussels is the nation’s capital as well as its most populous city.

In Belgium, there are two distinct cultural regions: Flanders, where people speak Dutch, and Wallonia, where people speak French. In addition to that, there is a small English-speaking community.

Public limited company (Naamloze Veenootschap/Société Anonime)

This is a type of business entity that has the legal authority to keep the assets of the firm distinct from those of the shareholders.

It is incorporated during the meeting that is held to incorporate, which is held in the presence of a public notary, and the incorporation deeds are passed during the meeting that approves the public limited company and the articles of association. Incorporation takes place in the presence of the public notary.

The new organization is needed to have a capital reserve of 61,500 pounds before it can begin operations; also, shares are easily transferred, which creates confusion regarding the consistency of shareholders.

The formation of this kind of company only requires a single shareholder, who, depending on the particulars of the scenario, may be a natural person or another legal body like a corporation.

Benefits of a company formation in Belgium

1. There is an easier process of incorporation under Belgium’s jurisdiction
2. The location is attractive and strategic for central access to Europe
3. The tax rate is favorable
4. Foreigners can have complete ownership of the company
5. The minimum capital of share is low
6. An infrastructural system is developed
7. No foreign exchange restriction
8. Recognized as the capital of Europe.

Incorporation deed 

Public limited corporations are required to sign notarial deeds to incorporate their businesses. These deeds include the company’s articles of association and are intended for incorporation purposes. The company’s shareholders, representatives, and other individuals, as well as any other relevant parties, are required to ensure that the company’s articles of association are in full compliance with all applicable legal requirements. The articles of association contain the clauses that establish the rules of the company and govern its relationship with external parties.

Following the completion of the procedures necessary for incorporation, the entity will be issued a bank certificate upon successful deposit of the required minimum initial capital. The incorporation deed is approved by the public notary, and it is accompanied by a financial plan that has been produced and signed by an authorized signatory along with the incorporation deed.

The shareholders who are incorporating the company are required to attend the meeting where it is incorporated, either in person or through a representative, and the meeting must take place in the presence of a public notary. The tax system in Belgium, which is associated with the insurance fund in Belgium, applies to the firms, and they must comply with its provisions.

The registration process of a company in Belgium

1. The founder should check for name availability and register for approval
2. The company should have a Memorandum of Association (MOA)
3. The founder must compile and submit for approval all incorporation documents
4. The business entity is to open a corporate bank account
5. The company is required to obtain the certificate of the corporation

Administration

The following are some examples of models of administration for public limited liability companies:

1. Sole director
2. A single management structure with only a board of directors
3. Dual administration comprising both a management board and a supervisory board