Founding of BVBA
If you want to do business in Belgium, setting up a BVBA is a logical step.
We take care of the complete creation of a Belgian BVBA including:
Tax guidance during the establishment
All-in establishment of the BVBA including notary fees in Belgium
Drawing up a financial plan (necessary for establishment in Belgium)
Entry in registers in Belgium
Request tax numbers
Support with the application for a bank account for the BVBA
Support in accounting and tax matters in Belgium by local accountant
The duration of incorporation is approximately 2 weeks.
The opening of a local bank account is settled on the day you visit the Belgian notary and the accountant.
If you want to carry out activities in Belgium, a BVBA is the most obvious choice as a legal form. The incorporation goes through a Belgian notary, and the minimum capital must be 18,550 euros. If there is 1 founder (in Belgium the EBVBA – called a one-person BVBA), then EUR 12,400 must be paid upon incorporation. At several founders, 6,200 euros must be deposited. (for example your Dutch BV (99% of the shares) and yourself (1% of the shares))
If you form with 1 legal entity as a shareholder of the BVBA, this legal entity remains jointly and severally liable for all obligations of the BVBA. In this case, we advise that you always set up with several parties, and that you assign a minimum of 1 share to a third party, for example the director of the legal person who becomes a shareholder.
You should also take into account that when increasing the capital, at least 1/5 part must be deposited upon incorporation. So with a capital of 100,000 euros, 20,000 euros must be deposited. The above of course only applies if you deviate from the minimum capital requirements.
In Belgium, an alternative has been introduced for the English Limited, namely the Starters BVBA (also known as S-BVBA, or 1 euro BVBA). You can set up an S-BVBA with your own chosen capital with a minimum of 1 euro. You must take into account that you will have to pay up the prescribed minimum capital of EUR 18,550 within 5 years.
In addition, there are the following points for attention at S-BVBA / Starters BVBA:
You may only establish with a natural person, not legal persons;
You remain personally liable for the first 3 years, even if you deposit the minimum capital of 18,550 in full immediately after incorporation;
Transferring an S-BVBA to third parties is strongly discouraged, as you as the founder are responsible for the debts of the S-BVBA;
You must state the “Starter” on your letterhead;
Tax burden for legal entities in Belgium.
The corporate tax rate is set at 33%. (with crisis contribution 33.99%). However, if the taxable income (profit) does not exceed EUR 322,500, 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 more: 33%
To benefit from the reduced rate (less than 33%), you must meet the following conditions:
The dividends paid by the company may not exceed 13% of the paid-up capital at the beginning of the taxable period; (so if the paid-up capital is 18,550.00, a maximum of 2,411.00 dividend can be paid out)
financial companies that hold participating interests whose investment value exceeds 50% are exempt from the low rate;
The company must grant a remuneration to at least one of its company directors at the expense of the result of the taxable period of at least 36,000 euros. If the taxable income of the company is less than 36,000 euros, the company must grant at least one of the directors a remuneration that is not less than the taxable income.
The company should not be part of a group to which a coordination center belongs.
The shares representing the share capital may not be owned for half or more by other companies. So more than half must be owned by natural persons.
If you have a subsidiary in Belgium, and the majority of the activities take place in the Netherlands or another country, for example), the profit in Belgium can be kept to a minimum. This must take place on business grounds, and is known under the term “Transfer Pricing”. If you want to know more about this, please contact us.
In the case of a dividend payment to a natural person, Belgium has a “withholding tax” (dividend tax) of 15%. If a BVBA pays dividend to a European company (for example a Dutch BV that holds the shares of the BVBA) that owns at least 25% of the shares, there is no withholding tax, since this is at 0% tax based on the European Mother-Daughter Directive.
VAT rates Belgium
The rates for VAT in Belgium are as follows:
6% mainly for basic products and services of a social nature (for example: essential products, passenger transport, agricultural services)
12% for certain goods and services 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 any questions about the applicability of the BVBA in your situation, please contact us.
If you would like to see an example of a BVBA deed of incorporation and to read the articles of association in advance, please register here. You will then receive an email with the sample deed.
If our office sets up the BVBA for you, the compensation is:
Price excl. 19% VAT: 1.950, –
VAT is deductible for Dutch entrepreneurs. If you are a foreign entrepreneur you will receive an invoice without VAT (ICP).
Taxes, premiums and insurance in Belgium
As a service for our website visitors, we offer, free of charge, an overview of the applicable tax and premium percentages that apply if you (temporarily) work in Belgium, both as an employee and as a self-employed person.
Our overview covers the following matters
Taxes in Belgium
You work temporarily in Belgium
You work in Belgium and the Netherlands
Premiums in Belgium
You are self-employed in Belgium
Employment law in Belgium
Incapacity for work
You can download the overview of taxes, premiums and insurance in Belgium here.