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 this company:

• Draw up the deed of incorporation;
• File the deed of incorporation;
• Register the deed of incorporation.

Drawing up the Deed of Incorporation

The first obligation is your company’s written deed of incorporation

This document comprises the company's articles of association, listing all its features (name, registered office, corporate purpose, capital, etc.) and its operating procedures.

Depending on the type of company, this deed may be:

• an authentic 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 up the company's deed of incorporation. The cost may vary based on the complexity of the deed. Agreements drawn up in this way acquire legal value and certainty. The signatories to these deeds can rely on this security among themselves and with regard to any person who is not a party to the agreement.

If you opt for one of the other forms of company (SNC, SComm), a private deed will suffice. This is a written agreement drawn up by the parties themselves, with or without the assistance of third parties. The agreement must be signed by all parties involved.

Information to be Included in the Deed of Incorporation

The deed of incorporation must include the following information:

• the name of the company, including its abbreviated name or acronym;
• the legal form of the company (SRL, SA, etc.);
• the registered office’s address;
• a detailed description of the corporate purpose outlining the specific activities it is intended to carry out;
• the company’s intended duration, whether fixed or indefinite;
• how the company  is represented, including the designation of the administrative bodies, their powers and how they are to be exercised, the operating procedures, etc.;
• where applicable, information about the company’s capital, such as the amount of capital, how it is subscribed (by whom and for how much?), the procedures for increasing or reducing the capital, etc.;
• details concerning the company's securities, including the number of securities issued, their type, how they are transferred, etc.

Documents to be Provided

To draw up the deed of incorporation, you will 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 company’s needs and expected revenues;
• in the case of a cash contribution, proof that a dedicated account has been opened in the name of the company being incorporated (bank certificate);
• in the case of contributions in kind (building, equipment, etc.), a report from an auditor.

Filing the Deed of Incorporation

As a next step you are required to submit the deed of incorporation, electronically if necessary, to the registrar of the business court at the location of your company's registered office. The filing must be done within 30 days of the drawing up of the deed of incorporation.

For SRLs, SCs and SAs, the filing is carried out by the notary and the deed is registered in the legal entity's records.

 Private deeds must be filed by the partners.

Registration with the Crossroads Bank for Enterprises

After filing, the registrar enters the company’s identification details into the Crossroads Bank for Enterprises (CBE). An enterprise number is then assigned to your company.

Publication of the Deed

The registrar also publishes an extract from the deed of incorporation in the annexes to the Belgian Official Gazette.

Electronic Registration

For certain companies (SRLs, SCs and SAs), your notary can speed up the process by completing the filing formalities at the Registry electronically, a procedure commonly referred to as e-filing (e-depot).

This allows notaries to carry out the following formalities electronically, all at once:

• registering the legal entity with the Crossroads Bank for Enterprises;
• filing the extract from the deed of incorporation with the electronic registry of the FPS Justice;
• sending the deed to the Belgian Official Gazette for publication.

Other companies (SNCs and SComms) can be set up electronically using the JustAct application on Just-on-web, the FPS Justice's digital portal.

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 du Cadastre, de l’Enregistrement et des Domaines).

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 authentic (notarial deed), it must be registered by the notary within 15 days.

A private deed must be registered within four months by the partners of a company with legal personality.

Consequences of Registration

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