If you choose to exercise your self-employed activity in the form of a company with legal personality, you must complete various steps to set up the company:
- drawing the deed of incorporation up;
- filing for the deed of incorporation;
- registering the deed of incorporation.
Drawing the deed of incorporation up
The first formality consist in drawing up, (in writing) the deed of incorporation of your company.
This includes the company's articles of association, including all its characteristics (name, registered office, 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, SA, SC), you must go to a notary to draw the company's deed of incorporation up. The cost varies according to 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. It is a written agreement, drawn up by the parties themselves or by a third party. This agreement must be signed by the parties.
Information to be stated in the deed of incorporation
The deed of incorporation must contain the following information in particular:
- the name of the company, with its abbreviated name or acronym, if any;
- the legal form of the company (SRL, SA, etc.);
- the address where the registered office is located;
- the object, i.e. the precise designation of the purpose and object that the company intends to pursue;
- the duration of the company: fixed or indefinite duration;
- the methods of representation of the company: the appointment of the administrative body or bodies, their powers and the manner in which they are exercised, the modus operandi, etc.;
- where applicable, the capital: the amount of capital, its subscription (from whom and for what amount?), the terms and conditions for increasing or reducing the capital, etc.;
- the company's securities: 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 special 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
You must, then, file the deed of incorporation with 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 SA, SRL and SC, the filing is done by the notary and the deed is registered in the Register of Legal Persons.
For private deeds, the partners are responsible for the filing.
Registration with the Crossroads Bank for Enterprises
Following the filing, the clerk enters the identification details of the company into the Crossroads Bank for Enterprises. The CBE assigns a company number to your company.
Publication of the deed
The clerk also ensures the publication of the deed of incorporation by extract in the annexes to the Belgian Official Gazette.
For certain companies (SRL, SC and SA), your notary can complete the formalities for filing with the registry by electronic means, which speeds up the process. This is an e-filing.
In this way, notaries can arrange, in one time and electronically:
- the registration of the legal entity with the Crossroads Bank for Enterprises;
- the filing of the extract of the deed of incorporation with the electronic registrar of the FPS Justice;
- the sending of 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 must 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 (it does not rule out disputes regarding its content or scope).