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Nuestro bufete de abogados Navas & Cusí con sedes en Madrid y Barcelona posee carácter multidisciplinar y con una vocación internacional (sede en Bruelas), está especializado en derecho bancario , financiero y mercantil.
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 Introduction

Belgium’s geographical location, multicultural population and history account for the country’s highly international character.

Belgium guarantees all foreigners (companies or individuals) the freedom to set up a company or branch in the country. Foreign capital may be brought into the country without restriction. Income and operation profits may be repatriated without limit.

Foreign investors are subject to the same restrictions as Belgian investors. Restrictions apply to investment in areas including Banking and insurance, Trading on the capital markets, The arms industry, and Airlines.

 

Structure for doing business

A company can carry on business in Belgium either by incorporating a subsidiary company or by establishing a branch. A subsidiary is a separate legal entity, entitled to contract in its own name and on its own behalf. A branch has no separate legal personality, remains part of the company and contracts as a Belgian branch on behalf of the company.

Limited liability Companies (LLC) are permitted in Belgium and can be incorporated in the following forms:

  • Public Limited Liability Company (NV/SA)
  • Private Limited Liability Company (BVBA/SPRL)
  • Co-operative society with limited liability (CVBA/SCRL)

 

Other business entities that can also be incorporated are: partnership limited by shares (SCA/CVA), limited partnership (SCS/GCV), general partnership (SNC/VOF), economic interest grouping  (EIG), european economic interest grouping (EEIG), joint ventures or european companies (SE).

All entities must be registered. The registration number must figure on all legal documents and invoices (incoming and outgoing). For a company liable for value added tax (VAT), the registration number is also the VAT number.

Furthermore, a notarial deed is necessary to set up a company. The notarial deed must be published in the official Newspaper “Moniteur Belge – Belgisch Stadblad”. The statutes of a company include a lot of information related to the company (legal form, name of the company, head office and regions,…). Likewise, a business plan is required for setting up of a company.

 

 Licenses and permits

Belgium is a welcoming environment for foreign investors because investments do not, in principle, require prior governmental authorization, which means there are no general capital movement restrictions and bank accounts may be held in any foreign currency Foreign investment in Belgium is totally unrestricted and capital and profits can be freely transferred in and out of the country.

Certain businesses, are subject to specific approval or screening rules (for example, private security firms, insurance companies, credit institutions and investment funds, travel agencies, retail businesses, production or sale of food, the hotel trade, the cutting of precious stones, and the sale of weapons).

The Economic Expansion and Foreign Investment Department of the Ministry of Economic affairs cooperates with Belgian consulates to advise potential investors on the advantages offered when an investment is made in Belgium.

 

 Employment

Belgian employment law is heavily regulated. Those regulations entail, amongst other things, restrictions on working time (in principle 38 hours per week and 8 hours per day), part-time employment, night-work, temp work, successive definite period contracts, etc.

 

If a company has employees in Belgium, it must comply with various formalities such as registration with the Belgian tax and social security authorities. Most of these requirements can be carried out by a payroll agency on behalf of the employer.

Taxes are due on salaries at the Belgian progressive income tax rates (top rate set at 50% but increased with local taxes).

 

Antitrust laws

Competition policy in Belgium falls under the jurisdiction of the Belgian federal government. The legal provisions are modeled on EU competition law. If the combined turnover of the businesses involved in a merger or acquisition exceeds 100 million euro in Belgium and the turnover of each of at least two of the participating businesses exceeds 40 million euro in Belgium, the transaction is subject to mandatory pre-merger filing in Belgium.

 

 Starting up a non-profit company in Belgium

To start up a legally recognized non-profit organization in Belgium, you will need to have at least three partners, a registered office in Belgium and articles of association containing information such as purpose of organization and procedures for appointing partners/directors.

Non-profit companies must be registered with the Crossroads Bank for Enterprises where they will be issued with an ID number upon registration. In general, non-profits in Belgium are exempt from VAT and are only subject to the income tax on legal entities.

 

Conclusions

At Navas&Cusi, thanks to our headquarters in Brussels, we can help you set up a business and respect all the regulations and procedures. We are specialist in Commercial Law, European Law and we have a thorough knowledge of Belgium law in order to help you in this area.

You will be followed by our legal team in all the requirements and documentation needed to implement correctly any type of business in Belgium.

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Navas & Cusí Abogados
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