Corporate Law at Belgium
Here’s an overview of Corporate Law in Belgium:
🇧🇪 Corporate Law in Belgium
1. Legal Framework
The main legislation governing corporate law in Belgium is the Belgian Companies and Associations Code (Wetboek van vennootschappen en verenigingen / Code des sociétés et des associations), which came into effect on May 1, 2019, modernizing and replacing previous company laws.
The Code is influenced by EU company law directives and aims to simplify corporate structures and improve flexibility.
2. Types of Business Entities
Private Limited Liability Company (Besloten Vennootschap / Société à Responsabilité Limitée – BV/SRL):
The most common type for small and medium enterprises. Shareholders’ liability is limited to their contributions. No minimum capital requirement since the 2019 reform, but a sufficient initial capital must be provided.
Public Limited Company (Naamloze Vennootschap / Société Anonyme – NV/SA):
Suitable for larger businesses and publicly traded companies. Requires a minimum capital of EUR 61,500.
Other forms:
General partnerships, limited partnerships, cooperatives, and nonprofit associations are also recognized under the Code.
3. Company Formation and Registration
Companies are incorporated by deed before a notary (for certain types, especially NV/SA), followed by registration in the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises / Kruispuntbank van Ondernemingen).
The process includes drafting articles of association, appointing directors, and depositing capital.
4. Corporate Governance
Private Companies (BV/SRL): Flexible governance structure. May have one or more directors or a board of directors.
Public Companies (NV/SA): Must have a board of directors or a dualistic structure with a management board and a supervisory board.
Shareholders exercise control through the General Meeting.
5. Financial Reporting and Auditing
Companies must prepare annual financial statements according to Belgian Generally Accepted Accounting Principles (GAAP) or IFRS for listed companies.
Certain companies must appoint an external auditor.
6. Foreign Investment
Belgium welcomes foreign investment without significant restrictions.
Foreign investors can establish any type of company under Belgian law.
Summary
Belgium’s corporate law offers modern, flexible structures post-2019 reforms.
The BV/SRL is favored for private businesses, while the NV/SA suits larger or listed companies.
Corporate governance is adaptable, reflecting company size and needs.
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