Steps for setting up a company in Belgium

01.

Choose a legal status: the company is legal entity

Company : Several legal forms are possible (société anonyme, société privée à responsabilité limitée, société en nom collectif, etc.)
A company is a legal entity (legal persons) represented by individuals (directors).  The shareholders are the owners of the company, while the directors, meeting as a Board of Directors, manage the company.

Drawing up a financial plan
This financial plan must include the following information and data: see below specific document

02.

Open a specific current account (bank) :

The amount of the contributions provided for in the financial plan must be deposited in this bank account before the deed of incorporation is signed.

03.

Incorporate a company by filing and registering a memorandum of association

04.

Register your company with an approved business centre (“guichet d’entreprise”)

05.

Identify the company for VAT purposes and comply with certain obligations in this area

06.

When hiring staff, the company must be registered with the ONSS (Office National de Sécurité Sociale) and identified to the Précompte Professionnel.

07.

Workplace accident insurance must be taken out with an insurance company.

08.

For the manager, he will have to join a social insurance fund for self-employed workers and pay social security contributions  (if you have social security cover in another country, you may be able to obtain exemption from paying social security contributions)

09.

Join a mutual insurance company of your choice to benefit from sickness and disability insurance.

10.

If required : register with customs and apply for an EORI number

Let’s discuss your project together

What should the financial plan contain for funding a company according to the “Code des Sociétés & Associations” new CSA ?

The founders must ensure that, at the time of incorporation, the limited liability company has equity capital which, taking into account other sources of financing, is sufficient in the light of the planned activity (art. 5:3 of the Companies and Associations Code).

To ensure that this is the case, the founders must draw up a financial plan and submit it to the notary when the company is incorporated.

In this financial plan, the founders justify the amount of the initial equity capital in the light of the company’s projected activity over a period of at least two years

This document is not filed with the deed, but is kept by the notary (art. 5:4, §1, CSA).

The financial plan must include at least the following

The financial plan must include at least the following:

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a precise description of the planned activity

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an opening balance sheet drawn up in accordance with the schedule referred to in Article 3:3, as well as projected balance sheets after twelve and twenty-four months

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a projected income and expenditure budget for a period of at least two years from incorporation

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where applicable, the name of the external expert who assisted in drawing up the financial plan’ (art. 5:4, §2 CSA)

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an overview of all sources of financing at the time of incorporation, including, where applicable, a reference to the guarantees provided in this respect

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a projected profit and loss account after twelve and twenty-four months, drawn up in accordance with the schedule referred to in Article 3:3

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a description of the assumptions used in estimating projected turnover and profitability

This obligation is not trivial, since the founders are jointly and severally liable ‘for the company’s commitments, in the proportion determined by the court, in the event of bankruptcy declared within three years of the acquisition of legal personality, if the initial equity capital was, at the time of incorporation, manifestly insufficient to ensure the normal conduct of the planned business for a period of at least two years. In this case, the notary shall submit to the court, at the request of the official receiver or the public prosecutor, the financial plan prescribed pursuant to article 5:4’ (art. 5:16, 2°, CSA).

Given that the founders can be held liable in the event of bankruptcy within the first 3 years of setting up the company, we draw up our financial plans not just for a 24-month period but for the first 3 years.

A cash flow analysis is also carried out to ensure that the capital made available will be sufficient to meet the company’s needs.

Let’s work together to draw up your financial plan: this will serve as a guideline for monitoring the project.

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