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Establish Belgian BV (formerly BVBA)

A Belgian BV (formerly BVBA) is a private limited liability company in Belgium, similar to the Dutch BV. If you want to start up a company in Belgium, for example because it may have tax advantages or because your sales market is primarily located there, then setting up a Belgian limited liability company is a logical choice. The limited liability, in which you as a legal entity are only liable for the capital contributed, makes the Belgian BV an attractive legal form. You are then not liable privately, and that limits the financial risk. Would you like to establish a limited liability company in Belgium? Then we will be happy to inform and advise you about the possibilities.

In practice, we see many Dutch Holding BVs entering the Belgian market with a Belgian BV. In it, the Dutch BV can become both a shareholder and a director.

Requirements for establishing Belgian BV

We can take the entire process of setting up a Belgian limited liability company off your hands. That way you can be sure you haven’t forgotten anything, and go through all the important steps. A number of conditions apply around the establishment of a Belgian BV (BVBA):

  • Notarized certificate of incorporation with articles of association
  • Registered share capital
  • Financial plan for first 2 years bv
  • Registration registers in Belgium
  • Application for tax numbers
  • Support with bookkeeping, administration & tax matters by local accountant
  • Communication with notary in Belgium and payment of notary fees
  • Incorporation of BV must return to Belgian Official Gazette.

The financial plan plays a crucial role in the creation of a Belgian limited liability company and even counts as an obligation. Within the financial plan, you discuss all sources of financing, the balance sheet at opening, description of all business activities and a projection of expected sales and profitability. The financial plan passes the notary, but he does not accomplish a substantive check.

Want to set up a Belgian limited liability company that meets all the requirements? Feel free to contact us to discuss all aspects of incorporation together.

Liability not limited?

From exceptional situations, your company may go bankrupt within 3 years. In that case, the financial plan is used as a guide. This shows the importance of a strong equity position at incorporation. Indeed, should the plan show that the initial capital was too low to cover the BV’s first two years, you will be liable as a director. This means you have to bring in money privately to satisfy creditors.

The limited financial liability thus expires if bankruptcy is declared within 3 years of the creation of a Belgian BV. Putting down a good preparation and strong financial plan? That’s what we make a commitment to at Van Lier.

Initial capital and share capital

Within the change of law from a PLLC to a limited liability company, it has been decided that there is no longer a minimum start-up capital requirement. As you read above, it does take into account a certain investment. However, the amount of this investment may be chosen. In addition to an initial capital, share capital forms the basis of the limited liability company. Prior to incorporation, at least 20% of the share capital must be directly invested.

By including all parts of a BV incorporation in Belgium, we are sure you won’t forget anything. You are ready to put the draft deed on paper.

Costs of setting up a Belgian limited company

Setting up a Belgian limited liability company involves a number of costs. This includes incorporation of the limited liability company, holding company and management. Notary fees may also be charged when the deed passes here. If you run the entire foundation through Van Lier, these costs are covered under support. So you no longer pay freestanding fees, and therefore know in advance where you stand. Quite convenient.

What does Van Lier do for you?

Van Lier informs and advises you from the plans to the actual establishment of the Belgian BV. Feel free to leave the formal steps for setting up a limited liability company to us, leaving you to deal with the business preparations. Together, we provide a solid foundation from which you can successfully do business across the border, in this case in Belgium.

Frequently Asked Questions

VAT rates Belgium

VAT rates in Belgium are as follows:

  • 6% mainly for basic products and services provided with a social character (e.g.: vital products, passenger transport, agricultural services)
  • 12 % for certain goods and services provided that are important from an economic or social point of view (for example: coal, margarine, pay TV subscription)
  • 21 % for all other transactions involving goods or services

Tax burden BVBA Belgium

The corporate tax rate is set at 33%. (with crisis contribution 33.99%). However, when the taxable income (profit) does not exceed 322,500 euros, the tax is determined as follows:

  • from 0 to 25,000 euros: 24.25%;
  • from 25,000 euros to 90,000 euros: 31%;
  • from 90,000 euros to 322,500 euros: 34.5%;
  • 322,500 euros and above: 33 %

To take advantage of the reduced rate (lower than 33%), you must meet the following conditions:

  • The dividends paid by the company cannot exceed 13% of the paid-up capital at the beginning of the taxable period; (i.e. if the paid-up capital is 18,550, a maximum of 2,411 dividends can be paid)
  • financial companies that own participations whose investment value exceeds 50% are exempt from the low rate;
  • The company must grant to at least one of its managers a remuneration charged to the result of the taxable period of at least 36,000 euros . If the company’s taxable income is less than 36,000 euros, the company must provide at least one of the company’s managers with remuneration that is not less than the taxable income.
  • The company must not be part of a group to which a coordination center belongs.
  • The shares representing the share capital may not be owned half or more by other companies. So more than half must be owned by natural persons.

Belgium has a 15% “withholding tax” (dividend tax) on a dividend distribution to a natural person. If a BVBA pays dividends to a European company (e.g. a Dutch BV holding the shares of the BVBA) that holds at least 25% of the shares, there is no withholding tax, as this is at 0% tax based on the European Parent-Subsidiary Directive.

VAT rates Belgium
VAT rates in Belgium are as follows:

  • 6% mainly for basic products and services provided with a social character (e.g.: vital products, passenger transport, agricultural services)
  • 12 % for certain goods and services provided that are important from an economic or social point of view (for example: coal, margarine, pay TV subscription)
  • 21 % for all other transactions involving goods or services

If you have questions about the applicability of the BVBA in your situation please contact us.

Financial plan

The notary in Belgium will want to receive a financial plan for the formation of the PLLC. This plan includes a summary of projected revenues and expenses, available financial resources and investments needed. You also explain your business strategy, and you make clear how that strategy will keep the LLC financially sound. We are happy to assist you in preparing the financial plan.

If you would like to receive a draft financial plan, please contact us.

Registration Crossroads Bank

After incorporation, the PLLC is entered in the register. This register is known in Belgium as the Crossroads Bank.

More info can be found at this link: Crossroads Bank Belgium

VAT number application

The PLLC must apply for a VAT number after you have been assigned a company number by the Crossroads Bank for Enterprises and before you start the economic activity subject to VAT.

To do this, you must file a declaration of the commencement of your activity Form 604 A with a VAT control office or send this declaration by mail. You can download the form at www.myminfin.be, in the Finform section.

The competent VAT control office is:

  • For natural persons: the VAT control office competent for the area of domicile, which is the domicile listed in the national register.
  • For legal entities: the VAT control office competent for the area where the company’s administrative headquarters is located, namely where day-to-day management takes place, and where the central accounts are kept.

The application for a company number and a VAT identification number may be made by the taxpayer himself, by a third person or by an authorized business office duly authorized by the taxpayer.

We can of course assist you in applying for a Belgian VAT number for your PLLC.

Bank account BVBA

If you do business in Belgium, a Belgian bank account is actually a must. You should also deposit the minimum capital into this account so that the bank can issue a bank statement / bank certificate to the notary.

Wj can assist you in opening a bank account for the PLLC.

Minimum capital

The minimum capital for a PLLC should be 18,550. If there is 1 founder (in Belgium called the EBVBA – one-person PLLC), 12,400.00 euros must be deposited at incorporation. In the case of multiple founders, 6,200.00 euros must be deposited.

Administrative services

After incorporation, we will put you in touch with professionals who can help you with the administrative process, tax returns and other administrative work.

Draft articles of incorporation

If you would like to see a sample limited liability company certificate of incorporation, and review the bylaws in advance, sign up here. You will then receive an email with the sample deed.

The draft deed can of course still be adapted to individual requirements, provided of course that it is legally permissible. Please contact our office about this.

Address Belgium

A PLLC must provide a Belgian address for registration with the Crossroads Bank in Belgium. This must be proven by a valid lease agreement, or by the limited liability company being established at the home address of one of the BV’s directors.

Of course, you can also use a corporate office building to reduce office costs at the outset.

Minimum wage business manager

In Belgium, it is possible for the director/manager to carry out his activities unpaid (i.e. without remuneration).

This is provided that the director does not actually receive compensation in any other form. If there are other sources of income outside the PLLC, then it is necessary to prove that the manager of another income meets his private obligations. If this is not the case then the director should still draw a salary from the PLLC.

In Belgium, the possibility exists to reduce the VPB rate to 24.98% instead of 33.99%, but then one has to allocate gross 36,000 euros to 1 manager, unless the profit is lower than the salary. (In addition, there are a number of other conditions)

Thus, there is no similar provision in Belgium than in the Netherlands, which requires the salary of a DGA to be at least 43,000.00 euros.

Set up your limited liability company with van Lier advice.

Do you still have questions regarding the incorporation of a limited liability company or would you like us to start working for you right away? If so, please fill out the contact form.


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