Incorporation of a Company with Legal Personality

If you choose to exercise your self-employed activity in the form of a company with legal personality, you will need to complete various steps to set up the company:

• Drawing up the deed of incorporation;
• Filing for the deed of incorporation;
• Registering the deed of incorporation.

Drawing up the Deed of Incorporation up

The first formality consist in drawing up, in writing ten form, the deed of incorporation of your company.

This document encompasses the company's articles of association, including all its characteristics (name, registered office, purpose and object, capital, etc.) and its modus operandi.

Depending on the type of company, this deed may take the form of:

• An authenticated deed (notarial deed);
• A private deed.

Notarial Deed or Private Deed

If you opt for one of the most common legal forms (SRL, SC, SA), you must go to a notary to draw the company's deed of incorporation up. The cost may vary based on the complexity of the deed. Agreements executed in this way acquire value and legal certainty. The signatories to these deeds may avail themselves of this security among themselves and in respect of any person not party to the agreement.

If you opt for one of the other forms of company (SNC, SComm), a private deed is sufficient. This document is a written agreement, drawn up by the parties themselves, either independently or with the assistance of third parties, and it requires the signatures of all involved parties.

Information to be Included in the Deed of Incorporation

The deed of incorporation must contain specific information, including:

• The name of the company, with its abbreviated name or acronym, if any;
• The legal form of the company (SRL, SA, etc.);
• The registered office’s address;
• A detailed description of the company’s purpose and object, outlining the specific activities it is intended to carry out;
• The company’s intended duration, whether fixed or indefinite;
• The company’s representation methods, including the appointment of administrative bodies, their authorities and the manner in which they are exercised, the modus operandi, etc.;
• Where applicable, information about the company’s capital, such as the capital amount, sources of capital (contributors and amount), terms and conditions for capital increase or reduction, etc.;
• Details concerning the company's securities, including the number of securities issued, their nature, their method of transmission, etc.

Documents to be Provided

To draw the deed of incorporation up, you need the following documents:

• A financial plan, which justifies the amount of capital or initial equity of the company being incorporated and gives an estimate of the needs and expected revenues;
• In the case of a cash contribution, proof of the opening of a dedicated account in the name of the company being incorporated (bank certificate);
• In the case of a contribution in kind (building, equipment, etc.), a report from an auditor.

Filing the Deed of Incorporation

Subsequently, you are required to submit the deed of incorporation to the registrar of the company court of your company's registered office. The filing must be done within 30 days of the drafting of the deed of incorporation.

For SRL, SC and SA, the notary is responsible for handling the filing, and the deed is registered in the legal entity's records.

For private deeds, it is the responsibility of the partners to ensure the submission and registration process.

Registration with the Crossroads Bank for Enterprises

After the submission, the clerk enters the company’s identification details into the Crossroads Bank for Enterprises (CBE), which then assigns a company number to your company.

Publication of the Deed

Additionally, the clerk is responsible for the publication of the deed of incorporation by extract in the annexes to the Belgian Official Gazette.

Electronic Registration

For certain companies (SRL, SC and SA), your notary can speed up the process by completing the registration through electronic filing, commonly referred to as e-filing.

This approach allows notaries to efficiently handle multiple tasks electronically, which include:

• Registering the legal entity with the Crossroads Bank for Enterprises;
• Submitting the extract of the deed of incorporation to the electronic registrar of the FPS Justice;
• Sending the deed to the Belgian Official Gazette for publication.

Registering the Deed of Incorporation

The deed of incorporation of a company must be registered in one of the registration offices of the FPS Finance (Administration of the Cadaster, Registration and Domains).

To complete the registration, you are required to pay a registration fee.

Who Needs to Complete the Registration and Within what Time Frame?

If the deed is authenticated (notarial deed), the registration must be done by the notary within 15 days.

A private deed must be registered within four months by the partners.

Consequence of Registration

The registration of the deed of incorporation gives it a specific date. No one can contest its existence at the date of registration (although it does not rule out disputes regarding its content or scope).