How to set up your own business in Belgium? 2013 May

Transcription

May
2013
How to set up your own business in
Belgium?
How to set up your own business in
Belgium?
2
Federal Public Service Economy, SMEs, Self-employed and Energy
Rue du Progrès 50
1210 Brussels
Entreprise no : 0314.595.348
http://economie.fgov.be
tel. 02 277 51 11
From abroad :
tel. + 32 2 277 51 11
Publisher :
Jean-Marc Delporte
Président du Comité de direction
Rue du Progrès 50
1210 Brussels
Legal deposit : D/2013/2295/49
E5/0325-13
«Creating the conditions for a competitive, sustainable and balanced operation of the
goods and services market in Belgium.»
Table of content
1.
General conditions for becoming a self-employed worker .............................................................. 7
1.1. Conditions related to the person................................................................................................................................. 7
1.2. Conditions related to the activity.................................................................................................................................. 7
1.2.1. Basic management skills............................................................................................................................... 7
1.2.2. Professional competence............................................................................................................................10
1.2.3. Specific authorisations...................................................................................................................................12
1.3. Conditions related to nationality: professional card.......................................................................17
1.3.1. Criteria for obtaining a professional card ............................................................................17
1.3.2. Applying for your professional card...............................................................................................18
1.3.3. Professional card examination procedure...........................................................................18
1.3.4. Appeals process in the case of a refusal................................................................................19
1.3.5. Duration of validity of a professional card............................................................................19
1.3.6. Cost of a professional card........................................................................................................................20
1.3.7. Professional card exemption..................................................................................................................20
2.
The Crossroads Bank for Enterprises and one-stop shop
business services ............................................................................................................................................................................ 22
2.1. The Crossroads Bank for Enterprises .............................................................................................................22
2.2. One-stop shop business services ..........................................................................................................................22
2.3. Registering with the Crossroads Bank for Enterprises at a one-stop
shop business service ............................................................................................................................................................23
2.3.1. For commercial and artisanal companies...........................................................................23
2.3.2. For non-commercial companies under private law ..............................................23
3.
Formalities to fulfil......................................................................................................................................................................... 24
3.1. For sole proprietorship companies.......................................................................................................................24
3.1.1. Information and documents to be provided.......................................................................24
3.1.2. Consequences of registration...............................................................................................................24
3
3.2. For companies....................................................................................................................................................................................25
3.2.1. Drawing up of the articles of association...............................................................................25
3.2.2. Registering the articles of association with a FPS Finance
registration office...................................................................................................................................................25
3.2.3. Submitting the articles of association to the
Commercial Court Registry.....................................................................................................................26
3.2.4. Foreign companies...............................................................................................................................................26
3.2.5. Information and documents to be provided.......................................................................27
3.2.6. Consequence of registration...................................................................................................................28
4.
Fiscal, social and accounting obligations........................................................................................................... 29
4.1. Obligations concerning VAT..............................................................................................................................................29
4.2. Obligations concerning tax................................................................................................................................................30
4
4.3. Social obligations...........................................................................................................................................................................31
4.3.1. Social security for self-employed workers.........................................................................31
4.3.2. Affiliation to a social security office for self-employed workers...........33
4.3.3. Affiliation to a complementary medical insurance..................................................33
4.3.4. Social contributions.............................................................................................................................................33
4.3.5. Obligations when hiring employees..............................................................................................34
4.4. Accounting obligations...........................................................................................................................................................36
5.
Choice of type of business: sole proprietorship or company?................................................ 38
6.
Commercial practices................................................................................................................................................................. 42
6.1. Commercial lease.........................................................................................................................................................................42
6.2. Closing times and weekly rest period................................................................................................................43
6.2.1. Weekly rest period.................................................................................................................................................43
6.2.2. Closing times................................................................................................................................................................43
6.2.3. Night shops and phone shops...............................................................................................................43
6.2.4.Derogations....................................................................................................................................................................44
6.3. Market practices.............................................................................................................................................................................44
7.
Protection of the self-employed main residence..................................................................................... 46
7.1. The beneficiaries of this protection.......................................................................................................................46
7.2. Buildings concerned by this protection...........................................................................................................46
7.3. Formalities to be fulfilled ..................................................................................................................................................46
7.4. End of protection against non-seizability......................................................................................................47
8.
Public support....................................................................................................................................................................................... 48
9.Appendices .............................................................................................................................................................................................. 49
9.1. Licences or authorisations................................................................................................................................................49
9.2. List of social security offices for
self-employed workers ........................................................................................................................................................52
9.3. List of one-stop shop business services (head offices)............................................................54
9.4. Useful addresses............................................................................................................................................................................55
9.5. Other brochures available for first-time entrepreneurs..........................................................57
5
List of abbreviations
6
BCE
Banque-Carrefour des Entreprises (Crossroads Bank for Enterprises)
GEA
Guichet d’entreprises agréé (one-stop shop business service)
ONSS
Office national de sécurité sociale (National Social Security Office)
SME
Small and medium-sized enterprises
SA
Société anonyme (Limited company)
SCRL
Société coopérative à responsabilité limitée (Cooperative company with
limited liability)
SCRI
Société coopérative à responsabilité illimitée (Cooperative company with
unlimited liability)
SCS
Société par commandite simple (Limited partnership)
SNC
Société en nom collectif (General partnership)
FPS
Federal Public Service
SPRL
Société privée à responsabilité limitée (Private company with limited liability)
SPRL-S
Société privée à responsabilité limitée Starter (Private Starter company
with limited liability)
SPRLU
Société privée à responsabilité limitée unipersonnelle (One-person private company with limited liability)
VAT
Value Added Tax
1.General conditions for becoming a
self-employed worker
Certain conditions related to the person, the planned activity and the person’s nationality must be fulfilled to become a self-employed worker.
There are two options for exercising this activity: as a natural person, meaning that a
person exercises the activity outside of the scope of an employment contract or status
(for civil servants), or as a legal entity, namely a company with a legal status which
exercises the activity. You will find more details about these two methods in point 5 of
this brochure.
1.1. Conditions related to the person
In order to become a self-employed worker, a person must fulfil several legal obligations:
• be an adult (at least 18 years);
• enjoy civil rights: people sentenced for a crime are not entitled to conduct commercial activities during their sentence;
• be legally competent: people who are declared legally incompetent, have been suspended from practicing or who are on probation are not entitled to engage in commercial activities.
1.2. Conditions related to the activity
The exercise of some self-employed activities is only possible if certain conditions specific to the activity have been fulfilled: entrepreneurial capacities.
1.2.1. Basic management skills
A commercial or artisanal company (whether a person or a legal entity) must provide prior basic management skills when registering with the Crossroads Bank for
Enterprises (BCE)1 regardless of whether it is for a main activity or a complementary
activity. One-stop shop business services2 are in charge of verifying compliance with
this.
1 For further information about the Crossroads Bank for Enterprises see point 2 in this brochure.
2 For further information about the one-stop shop business services see point 2 in this brochure. Also
see a list of these one-stop shop business services in the appendix.
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Nevertheless, some companies do not have to prove basic management skills:
• companies which are not SMEs3;
• a company which does not exercise a commercial or artisanal activity;
• a company which provides services in the frame of intellectual professions regulated by the framework-law of 3 August 2007 (for example: accountant, estate agent
or tax expert);
• a company conducting activities comprising specific conditions concerning basic
management skills (for example: insurance broker, passenger or freight carrier);
• direct sales companies4;
• commercial or artisanal companies registered with the BCE on 01.01.1999;
• the transferee of an existing company (for one year); the buyer of a company following the death of the company director.
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When the company is a natural person, the company director must himself provide
evidence of his skills. Otherwise he can call upon one of the following people:
• his spouse or registered partner;
• the legal cohabitant or the partner with whom he/she has lived for at least 6 months
(proof provided by a statement from the town hall);
• an employee with a permanent employment contract;
• a self-employed assistant, provided the person is a relative to the third degree.
The person who provides evidence regarding basic management skills must effectively be in charge of the company’s daily management.
When this concerns a legal entity: the person in charge of daily management provides
proof of his/her skills (for example in a private company with limited liability: the manager, and in a limited company: the managing-director).
3 A SME is a company which meets the following combined criteria:
- staff does not exceed a yearly average of 50 workers;
- a maximum of 25% of securities or shares representative of the capital or related voting rights are
held by one or more companies other than SME;
- either the annual turnover does not exceed 7 million euro, or the annual balance sheet does not
exceed 5 million euro.
4 Direct sales are sales carried out at the consumer’s or the host’s home, which are held after an appointment has been made with the intermediary on the initiative of the consumer or the host. The sale
is concluded between the organiser and the consumer via an intermediary. This intermediary provides
information about the products or services offered and/or demonstrates how these products are used.
The company complies with the requirements if the natural person provides evidence
of basic management skills and as long as he/she effectively takes care of daily management of that company. When this person leaves the company, the latter must regularise its situation at a one-stop shop business service within 6 months after the
person’s departure.
Basic management skills may be proved in two ways:
• by a diploma or certificate
• by sufficient professional experience
For information about these two methods of proof, please contact a one-stop shop
business service. A list of these is provided in the appendix to this brochure.
Anyone unable to provide a diploma or sufficient proof of professional experience may
sit a basic management skills exam organised by the Central Jury Service of the FPS
Economy, S.M.E.s, Self-Employed and Energy.
For further information on this subject:
SPF Economie, P.M.E., Classes moyennes, et Energie
Direction générale de la Politique des P.M.E.
Service des Guichets d’Entreprises - Service du Jury Central
WTC III
Boulevard Simon Bolivar 30
1000 Brussels
Tel.: +32 2 277 67 50
Fax: +32 2 277 98 80
E-mail: jury@economie.fgov.be
Finally, citizens of a European Economic Area Member State (European Union, Norway,
Iceland and Lichtenstein) or Switzerland, may also provide basic management skills
by means of an EC attestation. This is an attestation issued by the interested party’s
country of origin which provides details of professional experience and training.
For further information on this subject:
SPF Economie, P.M.E., Classes moyennes et Energie
Service des attestations C.E.
WTC III
1000 Brussels
Tel: +32 2 277 86 29
Fax: +32 2 277 98 82
E-mail: mailto:attestation-eu@economie.fgov.be
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1.2.2. Professional competence
In addition to basic management skills, a number of self-employed commercial and
artisanal professions require a proof of professional competence. This may be provided either by a certificate, professional experience, or an exam organised by the
Central Jury Service of the FPS Economy, S.M.E.s, Self-Employed and Energy. The
one-stop shop business services are responsible for verifying the compliance of this
competence.
When the company is a natural person, either the company director must prove this
competence or one of the following people must prove it in his place:
a) his spouse or registered partner;
b) a legal cohabitant or partner with whom he has been cohabiting for at least six
months;
c) an employee hired for the purpose with an open-ended work contract;
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d) an independent helper provided the person is a relative to the third degree.
When the company is a legal entity, one of the following people may prove this competence:
a) the director;
b) the company’s organisation in charge of daily management;
c) the company’s manager in charge of daily technical management;
d) the employee in charge of daily technical management.
The person which proves his/her professional competence does not necessarily need
to be the same person that provides evidence of basic management skills.
Often, a company has more than one regulated activity, and different people may meet
the conditions defined for the professional competence required for each of these activities.
The person who meets the conditions for the professional competence must be in
charge of the company’s daily technical management.
List of regulated professions
Construction, electrical engineering and general contracting
Activities involving the installation of central heating, air-conditioning, gas and bathroom facilities
Carpentry (installation/repairs) and glazing
Ceiling works cement works and laying of screeds
Electrical engineering activities
Finishing works
General carpentry
General contractor
Roofing and waterproofing
Structural works
Tiling, marble and natural stone
Motorcycles and motor vehicles
Bodywork repair and sale of used vehicles to end users
Motorcycles
Repair and servicing of motor vehicles with a maximum mass of up to 3.5 tonnes
Repair and servicing of motor vehicles with a maximum mass of more than 3.5 tonnes
Commerce and services
Beautician
Chiropodist
Dental technician
Funeral director
Hairdresser
Masseur
Optician
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Food services
Baker-pastry cook
Restaurant owner or outside caterer
Wholesale butcher
Other
Dry-cleaner and dyer
Refrigeration contractor
1.2.3. Specific authorisations
Other specific formalities must be fulfilled prior to exercising certain professions.
1.2.3.1. Itinerant activity
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If you want to exercise an itinerant activity, e.g. selling at a consumer’s home, in the
public domain, or at public or private markets, you must have an itinerant activity authorisation.
This authorisation must be requested from the one-stop shop business service of your
choice and its validity is related to the activity’s duration. You have to collect the authorisation from this organisation. To obtain this document, you must provide proof of
basic management skills (and also proof of professional skills if the itinerant activity
concerns a regulated profession, see point 1.2.2) and produce a police clearance certificate if you are planning on exercising your activity at consumers’ homes.
Three types of licences may be issued:
• employer’s authorisation;
• authorisation for agent A;
• authorisation for agent B.
These licences cost between 100 and 150 euro each.
Some itinerant activities do not require this authorisation: sales in the frame of a
“home party”, occasional sales by private individuals of goods from their private belongings, sales at promotional events for local trade or the community, sales at trade
fairs and shows, automatic dispenser sales, sales of food products by mobile shops
to a set clientele, non-commercial sales, in particular those with a philanthropic goal.
However, in some cases, this last type of sale does require a prior authorisation from
the FPS Economy, SMEs, Self-Employed and Energy.
Further information is available from one-stop shop business services or from the
FPS Economy:
Service des Autorisations économiques
WTC III
1000 Brussels
Tel.: +32 2 277 69 50
Fax: + 32 2 277 97 63
E-mail: info.EVA@economie.fgov.be
info.SAEV@economie.fgov.be
1.2.3.2.Fairground activity
If you want to exercise a fairground activity in the frame of the operation of fairground
attractions or fairground food services, you must already hold a fairground activities
authorisation.
This authorisation must be requested from the one-stop shop business service of your
choice and its validity is related to the activity’s duration. To obtain it, you must provide
proof of basic management skills (and also possibly proof of restaurant skills in the
event of table service) and produce proof that your attraction complies with the security controls provided for by law.
Two types of licences may be issued:
• employer’s authorisation;
• authorisation for the agent in charge.
These licences each cost between 100 and 150 euro.
Further information is available from one-stop shop business services or from the
FPS Economy:
WTC III
1000 Brussels
Tel.: +32 2 277 69 50
Fax: + 32 2 277 97 63
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1.2.3.3.Butcher’s licence
The butcher’s licence is the authorisation required by the operator or professional
manager of a butcher’s shop. This licence is necessary for the sale, exhibition, and
carving with a view to the sale of fresh, prepared or conserved meat.
An application must be submitted using the necessary form before the start of the
activity to the SME Policy Directorate of the FPS Economy, SMEs, Self-Employed and
Energy.
The operator or professional manager must provide proof of his professional capacities:
• either by a diploma from a professional school;
• or by an apprenticeship certificate;
• or by professional experience.
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For further information:
WTC III
1000 Brussels
Tel: +32 2 277 72 75 or 277 85 24
Fax: +32 2 277 97 63
1.2.3.4.Self-employed professionals and knowledge service providers
Self-employed professionals
Specific regulations apply to self-employed professionals exercising a legal (lawyer, notary, etc.), medical or paramedical (doctor, dentist, physiotherapist, etc.) selfemployed profession. For further information, contact the competent Federal Public
Service.
Knowledge professions
• Estate agents
In order to legally become an estate agent and exercise the profession, you must
meet certain conditions defined by law. To find out about these conditions, contact the
Professional Institute of Estate Agents (www.ipi.be).
• Accounting professionals and tax specialists
In order to legally bare the title of accounting professional and exercise the profession,
you must meet certain conditions defined by law. To find out about these conditions,
contact the Institute of Accounting Professionals and Tax Specialists (http://www.ipcf.
be).
• Company Auditors
In order to legally bare the title of company auditor and exercise the profession, you
must meet certain conditions defined by law. To find out about these conditions, contact the Institute of Company Auditors (http://www.ibr-ire.be).
• Chartered accountants and tax advisors
In order to legally bare the title of chartered account and exercise the profession, you
must meet certain conditions defined by law. To find out about these conditions, contact the Institute of Chartered Accountants and Tax Advisors (http://www.accountancy.
be).
• Architects
In order to legally bare the title of architect and exercise the profession, you must meet
certain conditions defined by law. To find out about these conditions, contact the Order
of Architects (http://www.ordredesarchitectes.be).
• Surveyors
In order to legally bare the title of surveyor and exercise the profession, you must meet
certain conditions defined by law. To find out about these conditions, contact the FPS
Economy, SMEs, Self-Employed and Energy (http://economie.fgov.be).
• Psychologists
In order to legally bare the title of psychologist , you must meet certain conditions defined by law. To find out about these conditions, contact the Commission of
Psychologists (www.compsy.be).
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You may also obtain additional information about these knowledge professions from
the:
Service des Professions intellectuelles et de la Législation
WTC III
1000 Brussels
Tel: +32 2 277 84 25
Fax: +32 2 277 98 86
E-mail: info.intelprof@economie.fgov.be
1.2.3.5.Authorisation for places where food is made, prepared or sold
Any person operating an establishment where food is manufactured, packaged, stored,
transported or sold must obtain an authorisation from the Belgian federal agency for
the safety of the food chain (AFSCA).
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This obligation applies to all businesses selling food (including bookshops, service
stations, etc.), horeca companies, school canteens, staff canteens, etc.
To obtain the authorisation, the company must comply with hygiene regulations. The
Food Inspection Service carries out regular controls.
Further information:
Federal agency for the safety of the food chain
Centre administratif Botanique
Food Safety Centre
Boulevard du Jardin Botanique 55
1000 Brussels
Tel: + 32 2 211 82 11
E-mail: info@afsca.be
Website: www.afsca.be
1.2.3.6.Construction entrepreneurs
Entrepreneurs wishing to carry out works for the State or for other public administrations (public works tender) must be accredited (except for works of a limited scale).
This accreditation is granted to construction entrepreneurs fulfilling a certain number
of administrative conditions and which have sufficient technical, financial and economic capacities.
The application for accreditation must be sent, either by the entrepreneur himself, or
by his professional association, to the Accreditation Commission for Entrepreneurs at:
Direction de la Qualité et de la Sécurité
Service Construction – Agréation des entrepreneurs
North Gate
Boulevard du Roi Albert II 16
1000 Brussels
Tel: +32 2 277 94 08
Fax: +32 2 277 54 45
E-mail: agreation.entrepreneurs@economie.fgov.be
1.2.3.7.Other licences or authorisations
Some activities require an authorisation or licence. In the appendix, you will find a nonexhaustive list of these activities and the official bodies which issue these documents.
1.3. Conditions related to nationality: professional card
If you want to become a self-employed professional, whether as a natural person or
a representative of a company or an association, and you are not a Belgian national,
a national of one of the European Economic Area’s Member States (European Union,
Norway, Iceland and Lichtenstein), or a Swiss national, you must apply for a professional card.
1.3.1. Criteria for obtaining a professional card
There are three criteria for obtaining a professional card:
• the right to stay in Belgium: if you reside abroad, you must apply for this right to stay
from the Belgian embassy or consulate in the country where you reside at the same
time as applying for your professional card. The decision for this is the responsibility
of the Foreigners’ Office;
• compliance with regulatory obligations and, in particular those concerning the activity: basic management skills and, if applicable, professional competence (see
points 1.2.1 and 1.2.2);
• the interest of your project for Belgium in terms of economic utility: responding to
an economic need, employment creation, useful investments, economic return for
companies in Belgium, openness to exports, innovative activity or a specialisation.
This interest may also be assessed in terms of social, cultural, artistic or sporting
interest.
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1.3.2. Applying for your professional card
You must apply for your professional card:
• at the Belgian embassy or consulate in your country of residence if you live abroad;
• at the one-stop shop business service of your choice if you have the right to stay
in Belgium (a valid “model A registration certificate” or an “aliens register certificate”);
• if, for security reasons, you are unable to submit your application in your country of residence, this process can be completed either at the Belgian embassy or
consulate in another country, or at a one-stop shop business service. The latter
requires the prior agreement of the Minister of the Interior or the Minister of the
Self-Employed and must be requested from the latter, be justified and accompanied
by proof of your situation.
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Your application must be submitted using the necessary form which must be completed, dated and signed. The application must include all the documents required, as well
as all the documents you consider to be useful to your case. Finally, when submitting
your application, you must pay the sum of 140 euro.
1.3.3. Professional card examination procedure
The embassy or consulate, or the one-stop shop business service which receives the
application, transfers it to the FPS Economy’s Economic Authorisations’ Service within
five days of its receipt.
The Economic Authorisations’ Service verifies whether the application has been submitted according to the rules laid out in 1.3.2.
If this is not the case, the application is inadmissible and you are notified of this by the
embassy or consulate or the one-stop shop business service which received the application.
If the rules have been complied with, the Economic Authorisations’ Service reviews
the application.
This review concerns the three criteria listed in point 1.3.1.
If the application meets the criteria required, the Economic Authorisations’ Service
issues the professional card. This is transferred to you by the one-stop shop business
service you chosed.
If this is not the case, the Economic Authorisations’ Service informs you of the justified
refusal and transfers this decision to you via the diplomatic service or the one-stop
shop business service of your choice.
1.3.4. Appeals process in the case of a refusal
If your application for a professional card is rejected, you may appeal against this decision at the Ministry in charge of the Self-Employed within thirty days starting on the
day following the date when you were notified of the decision.
The Minister will contact the Economic Investigation Council, an independent body,
immediately and will request its opinion. This opinion must be delivered within four
months.
The Council gives you the opportunity to defend your interests during a hearing and
will let you know its opinion in due time.
The Minister shall take a decision within two months. In the absence of a decision by
the Minister within these two months, the Council’s opinion shall be considered as the
final decision. In the absence of an opinion by the Council or a decision by the Minister
in due time, the appeal is rejected.
You will be notified of the decision directly. The decision may be appealed against before the Council of State within sixty days after the day following the date you were
informed of it.
You may also submit a new application two years later than the previous application.
This timescale does not apply:
• if the refusal is the result of a decision of inadmissibility;
• if you are able to present new elements;
• if your application concerns a new activity.
1.3.5. Duration of validity of a professional card
The validity of the card is linked to the right to stay in Belgium. If this right expires,
the card can no longer be used and must be returned to the one-stop shop business
service.
The professional card is allocated to you for a maximum of five years.
After this, it may be renewed at a one-stop shop business service, provided that you
still comply with regulatory, fiscal and social obligations, as well as the utility criterion
which initially justified the authorisation.
The card is issued for one or more specific activities referred to in the authorisation.
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Any change in activity or any addition of activities requires a new authorisation. Also,
any change in the authorisation implies a modification of the card.
You may request these amendments from the Economic Authorisations’ Service, as
well as from the one-stop shop business service of your choice. The same applies to
the replacement of the card if it has been lost or destroyed. Your application must be
accompanied by a sworn statement confirming its loss or destruction.
1.3.6. Cost of a professional card
An application for a professional card costs 140 euro. Once the card has been issued,
a fee of 90 euro is due by year of validity.
1.3.7. Professional card exemption
Some categories of foreign residents are exempt from the professional card either
because of the nature of the activity, the type of stay in Belgium, or in application of
international treaties. Here is the list:
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• citizen of a European Economic Area Member State and, provided that he starts a
business with:
a) his spouse;
b) his descendants or those of his spouse, who are less than 21 years old or dependent on them;
c) his ascendants or those of his spouse who are dependent on them, with the exception of the ascendants of a student or those of his spouse;
d) the spouse of the person referred to in b) and c);
• the spouse of a Belgian national provided that they set up a business with one of
them:
a) descendants of the Belgian citizen or his spouse who are less than 21 years old
or dependent on them;
b) the ascendants of the Belgian national or his spouse who are dependent on them;
c) the spouse of the person referred to in a) and b);
• foreign nationals authorised to stay in Belgium for an unlimited period or to settle
there;
• refugees recognised in Belgium;
• foreign spouses who assist or replace their husband or wife in exercising their selfemployed professional activity;
• foreign nationals who make business trips to Belgium, provided that the duration of
the stay required by the journey does not exceed three consecutive months;
• the following categories of foreign nationals who do not have their main residence in
Belgium and whose period of stay in the country does not exceed three consecutive
months:
>> foreign journalists;
>> foreign athletes and their accompanying staff;
>> foreign artists and their accompanying staff;
>> conference delegates
• foreign students on a work placement during the duration of the placement.
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2.The Crossroads Bank for Enterprises and
one-stop shop business services
Commercial, artisanal and non-commercial companies under private law are obliged
to register with the Crossroads Bank for Enterprises before starting their activities.
2.1. The Crossroads Bank for Enterprises
The Crossroads Bank for Enterprises (BCE) is a register of all the data concerning
companies and their business units.
Every company, regardless of the legal status chosen, must register with the BCE before exercising its activity. Every company is provided with a single business number.
You must use your business number for all your contacts with the administrative and
legal authorities. This number is also your VAT number.
22
The company’s business units must also be registered with the BCE and each of them
receives a business unit number.
2.2. One-stop shop business services
A one-stop shop business service (GEA) is the privileged contact for companies. It is in
charge of administrative tasks and also offers complementary services. The nine onestop shop business services in Belgium have several offices throughout the country.
You are free to choose yours. You will find a list of these different one-stop shops in the
appendix.
The one-stop shop business services fulfil the following tasks:
• only contact point for all entrepreneurs (Belgian and foreign) where they can obtain answers to queries about formalities related to the provision of services and/or
business creation in Belgium;
• registration of the company and/or its commercial, artisanal or non-commercial
activity under private law with the BCE;
• registration of the company’s business units;
• verification of obligations and authorisations required for registering a commercial
or artisanal company;
• the issuing of certificates from the BCE;
• the collection of fees for the Treasury owed for administrative processing.
2.3. Registering with the Crossroads Bank for
Enterprises at a one-stop shop business service
2.3.1. For commercial and artisanal companies
You must go to a one-stop shop business service with the documents needed to allow you to exercise the chosen activities. These documents concern entrepreneurial
capacities, namely proof of basic management skills and professional competence
for regulated professions, the butcher’s licence, itinerant activity authorisation, professional card for foreign nationals, etc. The one-stop shop business services check
these documents.
The one-stop shop business services must complete registration immediately, unless
you do not comply with conditions or if a required document is missing. A registration
refusal must be justified.
Registration, modification and removal from the BCE currently costs 81,50 euro per
business unit.
2.3.2. For non-commercial companies under private law
The one-stop shop business service registers you with the Crossroads Bank for
Enterprises. If you want to exercise an activity for which a licence or authorisation with
an order or institute is required, you must, after registering with a one-stop shop business service, contact this order or institute (the one-stop shop business services may
also do it for a fee). However, in this case, the one-stop shop business services have no
control over the verification of the conditions for exercising the activity.
The first registration with the Crossroads Bank for Enterprises and all its business
units is free of charge. Any later modification or removal costs 81,50 euro per business
unit.
23
3.Formalities to fulfil
3.1. For sole proprietorship companies
The activity is exercised outside of any working contract (employee or worker) or status (civil servant). In that case, there is no separation between private assets and company assets. Therefore, the entrepreneur engages all his assets, including his private
assets, to cover the company’s risks (however, see point 7 concerning the protection of
the self-employed worker’s main residence).
3.1.1. Information and documents to be provided
The registration application must contain the following data and documents:
• your surname, first name and National Register number or Crossroads Bank Social
Security identification number;
24
• if an authorised agent is acting for you: his surname and first name, National
Register number or Crossroads Bank Social Security identification number;
• the company name;
• the address of the company and the business units, as well as their e-mail addresses and telephone numbers;
• the company’s different activities;
• for commercial and artisanal companies: the surname, first name and National
Register number or Crossroads Bank Social Security identification number for the
person(people) providing proof of entrepreneurial capacities;
• the starting date of activities;
• the company’s financial accounts number(s).
3.1.2. Consequences of registration
• If you register as a merchant, it is assumed that you are a merchant. In the case of
a dispute, the commercial court is the only competent court.
• In the case of a modification of your situation, you have one month to apply for a
modification of your registration at the BCE.
3.2. For companies
A company has a legal status which, completely independently, has rights and obligations and its assets are completely separated from those of its associates.
3.2.1. Drawing up of the articles of association
A company is a legal entity. Therefore, it must also have a statutory domicile which will
be the company’s head office. Like for persons, this will be the main site of its business.
The company has just one head office but may have several business units.
Companies must be formed by a judicial document. In particular, this contains the
company statutes presenting all the company’s characteristics (name, head office,
capital, etc.) and its methods of functioning.
For private companies with limited liability, limited companies and cooperative companies with limited liability, which are the most common types of company, a notarial
deed is required. For other types of company, a private deed is sufficient.
Documents to be provided:
• a financial plan which justifies the capital for the company being created and provides an estimate of needs and revenue;
• in the case of a cash contribution: proof that a bank account has been opened in the
name of the company created (bank certificate);
• in the case of a contribution in kind: a report by a company auditor.
3.2.2. Registering the articles of association with a FPS Finance registration office
A company’s articles of association must be registered at FPS Finance, Land
Registration and Estates Administration Registration Office.
In case of a notarial deed, this procedure must be completed by the notary within 15
days. Private deeds must be registered by the associates within four months.
Registration of the notarial deeds provides an authenticated date, meaning that nobody is able to contest the company’s existence as of the date of registration.
25
3.2.3. Submitting the articles of association to the Commercial Court Registry
Companies with a legal status must submit an extract of the articles of association
to the commercial court registry in the jurisdiction where their head office is based
within 15 days of their creation.
For limited companies, starter companies with limited liability and cooperative companies with limited liability, this must be completed by the notary. For private deeds,
the associates are responsible for submitting these documents.
The court clerk forwards the company’s identification number to the Crossroads Bank
for Enterprises which allocates a business number.
The court clerk also ensures the publication (fee charged) of the deeds in the Belgian
Official Journal.
The results of this procedure are:
26
• a legal status is obtained;
• a business number is granted by the Crossroads Bank for Enterprises;
• the articles of association are enforceable among third parties.
3.2.4. Foreign companies
When a foreign company wants to conduct its activities in Belgium and wants to set up
a business there, it has several options.
3.2.4.1.Branch
It may set up a branch. In legal terms, a branch is not a separate entity. The branch and
the foreign company are one and the same company/entity.
Furthermore, three conditions must be fulfilled in order to be able to refer to a branch:
• The branch must be represented in Belgium by a representative with the power to
incur liability to third parties;
• The representative’s authority does allow an indefinite number of operations;
• The representative must deal regularly with third parties at a fixed address.
Companies with a branch in Belgium obtain a business number when they are registered with the BCE by the competent commercial court registry.
3.2.4.2.Subsidiary
Foreign companies which want to conduct activities in Belgium can also create a subsidiary. In legal terms, this is a separate entity (different from a branch) of the foreign
company and has its own legal status. The legal status chosen is a Belgian legal status
(limited company, company with limited liability, etc.).
Companies with a subsidiary in Belgium obtain a business number when they are registered with the BCE by the competent commercial court registry.
3.2.4.3.Business unit
Some foreign companies may conduct their activities from an address in Belgium
without having a branch or a subsidiary. In this case, these companies conduct their
activities in Belgium from a business unit (e.g.: workshop, factory, shop, sales point,
office, etc.).
Companies with a business unit in Belgium obtain a business number when they are
registered with the BCE by the one-stop shop business service.
3.2.5. Information and documents to be provided
The registration application must contain the following data and documents:
• identification data of the founder(s), representatives and proxies;
• company name and, if applicable, commercial name;
• legal status;
• business number;
• business units’ addresses (+ tel., fax, e-mail);
• date of start of activity;
• activities conducted by the company;
• date of publication of the articles of association in the “Belgisch Staatsblad /
Moniteur belge”5;
• the account number of a financial institution;
• for commercial and artisanal companies: proof of basic management skills and, if
necessary, professional competence;
5 The Belgian Official Gazette.
27
• special licences (professional card for foreign nationals, butcher’s licence, etc.);
• an example of the statutes and a management mandate certificate.
3.2.6. Consequence of registration
For commercial companies, registration implies the status of merchant.
28
4.Fiscal, social and accounting obligations
4.1. Obligations concerning VAT
Value Added Tax (VAT) is an indirect tax on consumption payable by the end consumer.
VAT is collected in successive stages, namely at every transaction in the production
and distribution process. Therefore, being VAT-liable is an essential link in the chain.
VAT is calculated on the company’s sales to customers and is deducted from purchases it makes in the frame of a company’s professional activities (merchandise, services
and various goods and investments). The VAT-liable entity must pay the difference
between the VAT he collects and the VAT payable to the Treasury Department.
VAT is liable when goods and services are delivered in Belgium in exchange for payment by a VAT-liable entity. Intracommunity imports and acquisitions are also subject
to VAT.
The law defines as VAT-liable any person whose economic activity involves habitually
and independently, whether permanently or occasionally, for or not for profit, delivering goods or services referred to in the VAT Code, regardless of place or activity.
The law provides for certain VAT-free activities (some self-employed professions, such
as accountants, lawyers, doctors, etc.): service providers exercising these activities do
not apply VAT to their services.
VAT obligations are as follows:
• at the start, modification or transfer of the activity, the VAT liable entity must submit
a declaration within one month to its VAT control office or via a one-stop shop business service. This declaration is also mandatory in the case of the transfer of the
company’s head office (entrepreneur’s domicile or company’s head office);
• the business number must appear on all commercial documents concerning the
VAT-liable entity’s activity;
• issue invoices and calculate VAT on these invoices;
• submit regular VAT declarations: either monthly or quarterly;
• pay the VAT owed to the State;
• keep substantive accounting for the VAT administration;
• submit an annual list of VAT liable customers every year before 31 March;
• submit a statement of intracommunity operations (with other European Union
countries).
29
In order to simplify formalities, the legislator has provided for specific systems for
certain VAT liable entities;
• flat rate system
The administration agrees that for certain professions, VAT should be calculated in a
simple manner based on a flat rate system. Taxable turnover is not calculated on the
basis of invoices, but on the basis of the purchases made and the services provided.
The conditions for benefiting from the flat rate system are:
>> a natural person, company with limited liability, limited partnership, or general
partnership;
>> 75 % of turnover must involve operations which do not require an invoice;
>> turnover, excluding VAT, must not exceed 500,000 euro.
• exemption system
30
If the annual turnover of a VAT-liable entity does not exceed 5,580 euro, it can benefit from tax exemption. It does not have to pay any VAT or enter VAT on its invoices.
Nevertheless, it must mention on its invoices that it benefits from the tax exemption
system. However, it is not entitled to deduct VAT from the goods and services which it
uses for its operations.
Further information: Local VAT office (see telephone directory: SPF Finances)
Website: http://fiscus.fgov.be
4.2. Obligations concerning tax
The sole proprietorship company is subject to personal tax6. However, legal entities
are subject to corporate tax. Every year, these people are required to pay their taxes.
Taxes are paid about one year after the closure of the taxable financial year. However,
the tax administration does allow the payment of advance estimated quarterly payments for the year in progress.
6 When creating your business for the first time, you are not required to make advance payments during
the first three years of activity.
These payments must cover, more or less, the amount of tax owed by the company for
the year in progress. If you do not make these payments or if they are insufficient, your
taxes will be increased.
SPF Finances
Administration de la Fiscalité des Entreprises et des Revenus
Service Versements anticipés
North Galaxy
Boulevard du Roi Albert II 33 boîte 25
1030 Brussels
Tel: +32 2 572 57 57
Website: http://minfin.fgov.be
4.3. Social obligations
4.3.1. Social security for self-employed workers
In Belgium, self-employed workers, assistants and assisting spouses have their own
social security system and their own social status.
Companies subject to Belgian corporate tax or non-resident tax are also subject to
this status.
4.3.1.1.Self-employed worker
Any person conducting a professional activity outside of a work contract or status is
considered to be a self-employed worker.
In the frame of a company, a representative (unless the mandate is conducted free of
charge), an active associate, and a director are considered to be self-employed workers.
4.3.1.2.Assistant
The assistant is a person who assists or replaces a self-employed worker without
being linked to him by a labour contract. The assistant is often, but not necessarily, a
member of the self-employed worker’s family.
The assistant is only able to act for a natural person and not for a company. Nevertheless,
it is possible to act as an assistant for a company’s representatives.
31
If he is not married, the assistant is only subject to the social status for self-employed
workers as of 1 January of the year of his 20th birthday.
However, some assistants are not subject to the social status. These include:
• occasional assistants (irregular help which does not exceed 90 days a year);
• assistants (students) benefitting from family allowance (under 25 years of age).
4.3.1.3.Assisting spouse
A person is considered to be an assisting spouse of a self-employed worker when he
or she:
• is the partner of a self-employed worker (in the frame of a marriage or a cohabitation contract);
• provides assistance to his self-employed partner (regularly or at least 90 days a
year);
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• does not have an income from another professional activity, or from a replacement
revenue which entitles him to social security payments at least equivalent to those
of self-employed workers.
People who are married or legally cohabiting with a self-employed worker and who
does not benefit from revenue from another professional activity, or from replacement
revenue which entitles them to social security payments at least equivalent to those
of self-employed workers, are considered to be assisting spouses and are personally
subject to the social status of self-employed workers, unless they make a sworn declaration to no longer provide help for their spouse.
Adhesion to the social status is optional for people born before 1956.
4.3.1.4.Workers who are not primarily self-employed
Workers who are not primarily self-employed exercise their activity complementary
to another professional activity, either as a salaried worker, in teaching, or as a civil
servant. People who are not primarily self-employed are subject to the social status of
self-employed workers.
You may be considered as a worker who is not primarily self-employed:
• if you are an employee, a temporary worker or a non-assigned teacher: the number
of hours sub-contracted in the frame of your salaried or temporary activity must
represent at least a monthly part-time equivalent;
• if you are a civil servant: you must work 200 days or 8 months a year and sub-contracted time must correspond to at least a monthly part-time equivalent;
• if you are an assigned teacher: you must sub-contract at least 6/10th of full-time;
• if you are unemployed: you must receive unemployment benefits and be authorised
to conduct your self-employed activity as a non-primary or occasional activity;
• if you benefit from an allowance paid by a disability fund: your disability rating must
be at least 66% and the allowance paid to you must be at least equivalent to the allowance for a single independent worker.
4.3.2. Affiliation to a social security office for self-employed workers
As a self-employed worker, it is essential to join a social security office at the very latest at the start of the financial year of your self-employed activity. If you do not comply
with this deadline, the INASTI (National social security office for self-employed workers) will ask you to regularise your situation. If you continue to ignore this formality,
you will automatically be affiliated to the Supplementary National Social Insurance
Fund. Administrative fines are provided for in the case of an infringement.
If you set up a company, you must also join a social security office for self-employed
workers (even if you are already affiliated) and you will have to pay an annual contribution for the social status for self-employed workers.
When affiliating, non-Belgian nationals must provide the authorisations needed to exercise a self-employed activity in Belgium:
• either a professional card for foreign workers who want to work freelance in
Belgium;
• or documents concerning residence conditions for some Central and Eastern
European citizens who want to conduct an unsalaried economic activity or found a
company in Belgium.
4.3.3. Affiliation to a complementary medical insurance
To benefit from healthcare services in the frame of sickness-disability insurance, you
must register with a complementary medical insurance of your choice.
4.3.4. Social contributions
All self-employed workers must pay social contributions to the social insurance office
on a quarterly basis. These are calculated according to the reference year’s net professional revenue: contributions represent a percentage of your professional revenue.
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The revenue used to calculate contributions is the net revenue earned as a self-employed worker or assistant during the third civil year preceding the year for which the
contributions are due (year of reference).
Example: your contributions for 2012 are calculated on the basis of your 2009 revenue.
There is a minimum and a maximum amount.
In some specific cases, the self-employed worker may have his social contributions
reduced or exempted.
34
SPF Sécurité sociale
Direction Générale Indépendants
Centre Administratif Botanique
Finance Tower
Boulevard du Jardin Botanique 50 boîte 120
1000 Brussels
Tel.: +32 2 528.64.50
E-mail: zelfindep@minsoc.fed.be
Website: http://www.socialsecurity.fgov.be/
Institut National d’Assurances Sociales pour Travailleurs Indépendants (INASTI)
Place Jean Jacobs 6
1000 Brussels
Tel.: +32 2 546 42 11
Fax: +32 2 511 21 53
E-mail: info@rsvz-inasti.fgov.be
Website: http://www.inasti.be
4.3.5. Obligations when hiring employees
Any company director who wants to hire staff must comply with various obligations. In
particular, it is necessary to complete a series of administrative formalities imposed
by social legislation.
4.3.5.1.ONSS formalities
As a company director, you must start by asking to be registered as an employer with
the National Social Security Office (ONSS).
When you hire staff, you must send an immediate employment declaration (DIMONA)
to the ONSS. This formality is mandatory for all employers and all sectors of activity
combined. It must be completed online. With this declaration, you inform the ONSS of
the hire or the departure of a worker from the company.
Every worker is allocated a personal Dimona code which enables social security organisations to identify the worker and the employer/worker relationship immediately.
This means that information is only communicated once.
4.3.5.2.Affiliation to a certified social secretariat
Social secretariats are organisations recognised and controlled by public authorities.
In particular, they act as the employer’s representative to the ONSS.
Affiliation to a social secretariat is a paying service and is not mandatory. You can
choose to call upon their services to fulfil the formalities prescribed by social legislation for hiring and managing staff.
What can a certified social secretariat do?
A social secretariat can take charge of the following administrative formalities:
• the processing of data concerning salaries and bonuses and their calculation;
• the drawing up of labour contracts, staff registers, various social documents (pay
slip, personal account, holiday certificate, etc.);
• affiliation to a fund for family allowances and an annual holiday fund;
• affiliation to a joint commission;
• declarations of contributions for withholding professional tax and quarterly declarations and payments to the ONSS;
• the application for a pension number for workers in their first job.
Het “Belgisch Staatsblad” publishes the list of certified social secretariats. Contact
the ONSS for a copy of this list.
Office National de Sécurité Sociale (ONSS)
Place Victor Horta 11
1060 Brussels
Tel.: +32 2,509 31 11
Fax: +32 2 509 30 19
Website: http://www.onss.fgov.be
35
4.4. Accounting obligations
It is a legal obligation for self-employed workers acting as merchants and for commercial companies based in Belgium to keep accounts. Following the law concerning
business accounting (17 July 1975), every company, without exception, must “keep accounts adapted to the type and the scope of its activities by conforming to the specific
legal provisions which concern them” (article 2). Every form of accounting must “be
kept according to a system of books and accounts and in accordance with the usual
rules of double-entry accounting” (article 4). Finally, annual accounts “include the balance sheet, the profit and loss account and the appendix. These documents form a
whole” (Royal decree of 30 January 2001 on the execution of the company code, article
22).
Accounting obligations mainly vary according to the size and form of the company:
36
• natural people acting as merchants and companies and general partnerships or
limited partnerships, with an annual turnover which does not exceed 500,000 euro
(or 620,000 euro for those whose main activity is the sale of gas or liquid hydrocarbons for vehicles on the public highway):
>> are entitled to keep a simplified accounting system based on at least three
journals: 1) journal of availability in cash or in an account; 2) journal of purchases and imports; 3) journal of sales and exports;
>> operations must be registered as soon as possible in a faithful and complete
manner and in chronological order. At least once a year, these companies are
also obliged to maintain an inventory of all credit notes, receivables, debts
and bonds, as well as all the resources allocated to the operation.
• Legal entity companies employing less than a yearly average of 100 people, or not
exceeding more than one of the following criteria:
>> annual average number of employees: less than 50;
>> total of the balance sheet: less than 3,500,000 euro;
>> annual turnover excluding VAT: less than 7,300,000 euro :
»» are entitled to draw up their annual accounts according to a summary
format established by royal decree;
»» are obliged to submit their annual accounts to the Belgian National Bank’s
central balance sheet data offices;
• Legal entity companies employing a yearly average of more than 100 people, or exceeding more than one of the three criteria mentioned above are obliged to:
>> to draw up their annual accounts according to a complete format established
by the King;
>> draw up an annual management report;
>> have their annual accounts controlled by an auditor;
>> submit their annual accounts to the Belgian National Bank’s central balance
sheet data offices.
For further information about accounting obligations, you can contact an accountant,
chartered accountant, company auditor, etc.
37
5.Choice of type of business: sole proprietorship
or company?
Before setting up your own business, it is necessary that you examine whether it is
best to opt for sole proprietorship or a company. This choice is important because
there are major differences between the two systems (see the table below). If necessary, ask a notary, legal expert, accountant, etc. for advice.
SOLE PROPRIETORSHIP
Benefits
Benefits
Constitution: no minimum capital, no bank
certificate, financial plan or articles of association
Fewer financial risks: in some types of companies (limited liability company, public limited
company), the staff’s assets are separate from
those of the company and the associates are
only liable up to the amount they have invested
Management: power of decision and functioning based solely on one person
38
COMPANY
Formalities: fewer administrative and accounting formalities
Characteristics: independence, greater flexibility, quicker decision-making
Easier accounting
Investments: several persons can contribute
Company continuity: is not endangered by the
death or departure of associates
More advantageous tax system
No sharing of benefits
Taxable benefit for corporate tax is more
beneficial than for companies registered by a
natural person
Inconveniences
Inconveniences
Financial risks: no distinction between personal assets and the company’s assets – unlimited
liability (unless the self-employed worker’s
main residence is protected)
More complex formalities for creation: minimum capital required (except for limited liability companies: €1), bank certificate, financial
plan, articles of association
Investments: the entrepreneur bears the cost
of investments
Management, direction, authority and functioning are divided up between several people
Company continuity: the death or illness of the
company director often implies the end of the
company
Administrative and accounting formalities are
more complex than for a self-employed person
Less advantageous tax system
The social status of self-employed workers is
less advantageous
Accounting obligations are more complex
A company is subject to a certain number of obligations, such as the drawing up of a
financial plan, statutes, bank certificate and the publication of certain documents.
The financial plan
Before creating a company, the entrepreneur must start by drawing up a financial plan
for the planned activities. This plan must provide an insight of the financial resources
and needs for the first two years of the company’s activity. This financial plan must be
submitted to a notary who will keep it.
If applicable, the founders of a company are responsible through their personal assets in the case of bankruptcy during the first three years of the company’s existence,
if the capital initially planned proves to be insufficient for the normal exercise of the
company’s activities during the two years following its creation.
Articles of association
The founders must draw up the company’s articles of association (statutes). These
must be produced by a notarial deed when creating a private company with limited
liability, a limited company, a cooperative society with limited liability or a partnership
limited by shares.
A private deed, namely a deed drawn up by the contracting parties, suffices for a general partnership, a limited partnership or a cooperative company with unlimited liability.
Bank certificate
The founders of a company must provide the notary with a bank certificate. This proves
that the associates have opened a special account, which is blocked until the company’s constitution, in the name and at the disposal of the company being created.
This certificate proves that the company has the financial resources needed to start
its activities.
Publication
The law obliges companies to publish certain acts or documents. Some documents
must be submitted to the court clerk of the commercial court registry in the jurisdiction where their head office is based and must be published in the appendices of the
“Belgisch Staatsblad / Moniteur belge7”.
The publication of the company’s articles of association is an essential formality, and
failure to comply with this is punished by the unenforceability of the deeds and the
inadmissibility of any of the company’s actions.
7 The Belgian Official Gazette.
39
Short summary of the most common forms of companies8
Private company Private Starter
with limited
company with
liability
limited liability
(SPRL)
(SPRL-S)
Limited
company
(SA)
Cooperative
company with
limited liability
(SCRL)
Cooperative
company with
unlimited liability
(SCRI)
Associates
Minimum 1
(SPRLU)
Minimum 1
person
Minimum 2
Minimum 3
Minimum 3
Minimum
capital
18,550 euro
1 euro
61,500 euro
18,550 euro
Freely defined
Paid-up
capital
1/5 per share with
a minimum of
6,200 euro
1 euro
1/4 per share with
a minimum of
61,500 euro
1/4 per share with
a minimum of
6,200 euro
All
40
Period of 5 years
for contributing
18,550 euro of
capital
(12,400 eurofor a
SPRLU)
Contributions
in kind
Report by a
company auditor
Report by a
company auditor
Report by a
company auditor
Report by a
company auditor
No specific
regulation
Financial
plan
Yes
Yes
Yes
Yes
Not mandatory
Securities
Registered with
our without the
right to vote
Registered
Registered or
book-entry securities
Registered
Registered
Register of
associates
Yes
Yes
No, unless there
are registered
securities
Yes
Yes
Deed
Notarial deed
Notarial deed
Notarial deed
Notarial deed
Private deed
To be written
with the help
of an accountant, chartered
accountant, or
auditor
8 The full list of types of companies, their characteristics and obligations, is contained in the Company Code of 7 May
1999 and its later modifications.
Private company Private Starter
with limited
company with
liability
limited liability
(SPRL)
(SPRL-S)
Limited
company
(SA)
Cooperative
company with
limited liability
(SCRL)
Cooperative
company with
unlimited liability
(SCRI)
Transfer of
securities
Legal and statutory restrictions
Legal and statutory restrictions
Securities are
transferable subject
to statutory provisions
Securities are
transferable to
other associates
or to third parties
subject to statutory
provisions
Securities are
transferable to
other associates
or to third parties
subject to statutory
provisions
Management
One or more man- One or more
agers named in the people, whether
statutes or by the
associates or not
general assembly
for a definite or
indefinite period
Board of directors
formed by a minimum of 3 directors.
People or companies
One or more associate directors
or not, appointed
by the general assembly for a definite or indefinite
period
One or more associate directors
or not, appointed
by the general assembly for a definite or indefinite
period
Controls
Appointment for 6
years (re-election
possible)
A company auditor must be appointed if the company employs an average of more than 100 people or
exceeds at least two of the following criteria: 50 workers – turnover: 7,3000,000 euro – Balance sheet total:
3,650,000 euro.
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6.Commercial practices
6.1. Commercial lease
The commercial lease is the rental of a building used mainly for the exercise of a
commercial or artisanal activity by the tenant or sub-tenant in direct contact with the
public.
The law of 30 April 1951 on commercial leases governs this type of rental and its application is mandatory.
The writing of a written commercial lease is recommended and the lessor must clearly agree with the object of the lease (namely, the activity).
The lease duration is minimum 9 years and is renewable three times.
42
In the four months following its conclusion, the contracting parties must present the
collector of the registration fees for the place where the building is situated with the
contract (in three copies) signed by the parties. Compliance with this formality protects the tenant by conferring an official value on the lease.
Subject to certain conditions, every three years, the tenant, and the lessor may ask the
Justice of the Peace for a review of the price of the rented property. In this case, he
must prove that, as a result of new circumstances, the rental value of the building is
15% higher or lower than that stipulated in the contract.
Unlike private leases, in the frame of a commercial lease, the rent can only be indexed
(health index) if the contracts provides for this.
The tenant can terminate the lease every three years by recorded delivery letter or
bailiff’s notice, sent six months before the expiry date. Termination is also possible,
without any prior warning, in the case of a mutual agreement concluded by notarial
deed or a declaration before the Justice of the Peace.
The lessor may also, subject to certain conditions, terminate the lease every three
years with advance written notice of one year.
SPF Justice
Boulevard de Waterloo 115
1000 Brussels
Tel.: +32 2 542 65 11
Website: http://justice.belgium.be/fr
E-mail: info@just.fgov.be
6.2. Closing times and weekly rest period
6.2.1. Weekly rest period
All merchants are entitled to a weekly day of rest. By weekly day of rest we mean: an
uninterrupted 24-hour period of closure starting on Sunday either at 5 am, or at 1 pm
which ends the following day at the same time.
During this day, access by the consumer to the business unit is forbidden as is direct
sale of products to the consumer. Home deliveries are also forbidden.
The weekly day of rest must remain the same for a minimum of 6 months.
A merchant can choose any day other than Sunday as a weekly day of rest. In this case,
he must indicate clearly and visibly outside of the building the weekly day of rest chosen as well as the time at which it starts.
6.2.2. Closing times
Merchants are also subject to closing times. For most shops (those which are open
during the day in a traditional manner), these are as follows:
• before 5 am and after 8 pm for other days;
• before 5 am and after 9 pm on Friday and on working days which precede a legal
public holiday. If the legal public holiday is Monday, an extension is granted up to 9
pm for the Saturday preceding it.
6.2.3. Night shops and phone shops
Night shops must be closed between 7 am and 6 pm unless a municipal ruling defines
other closing times.
Three conditions are required in order to be able to operate a night shop:
• the net sales surface may not exceed 150 m²;
• no activity other than the sale of general food products and household items may
be offered;
• the constant and clear display of the wording “night shop”.
For private phone shops, closing times are between 8 pm and 5 am unless a municipal rule defines other closing times.
A municipal regulation may subject any night shop or private phone shop to a prior
authorisation issued by the Municipal Executive Authority.
43
6.2.4. Derogations
Three types of derogations to this regulation are possible:
• derogations concerning the type of business, namely according to the sector of activity or the products sold;
• derogations for special circumstances (sales, festivals, etc,) or fairs and markets;
• derogations in municipalities with a high-level of tourism activities and in the seaside resorts.
44
Service des Professions intellectuelles et de la Législation
WTC III
1000 Brussels
Tel.: +32 2 277 84 25
Fax: +32 2 277 98 86
E-mail: info.intelprof@economie.fgov.be
6.3. Market practices
The law of 6 April 2010 concerning market practices and consumer protection governs
the general relationship between companies and consumers. But, it has a dual purpose. On the one hand, it guarantees the loyalty of competition in commercial relationships and, on the other hand, it ensures consumer protection and provides him with
sufficient and adequate information.
The law regulates subjects as varied as the display of price and quantity, remote contracts, contracts concluded outside of business premises, advertising and disloyal
commercial practices as much for consumers as between companies, forced purchases, abusive clauses, etc. It also constitutes the privileged tool for transposing
European directives designed to protect consumers.
The opportunity to take out an injunction provided by the law enables companies to act
quickly to put an end to a prohibited practice. Furthermore, most infringements of its
provisions are subject to criminal sanctions.
Alongside this legislation, many royal decrees regulate, in a more detailed manner, a
large number of specific domains or sectors. For example, labelling, price displays,
the composition of goods, the document of proof and even estate agents, foodstuffs,
the hotel, restaurant and cafe sector activities, the banking sector, etc.
Contact Center
Rue du Progrès 50
1210 Brussels
Tel.: +32 800 120 33
Fax: +32 800 120 57
E-mail: info.eco@economie.fgov.be
45
7.Protection of the self-employed main residence
Many self-employed workers think twice about launching their own business because
of the risk involved as a result of the absence of a distinction between personal and
professional assets. This risk was reduced by the law of 25 April 2007, which, subject
to certain conditions, renders the main residence of the self-employed worker nonseizable.
7.1. The beneficiaries of this protection
• Natural people who conduct a self-employed activity as a main activity in Belgium.
Therefore, this concerns merchants, artisans and self-employed professionals.
• The following groups are excluded from the scope of this measure: self-employed
workers who conduct their activity as a complementary activity or as a retired person.
46
7.2. Buildings concerned by this protection
• The main residence of the self-employed worker, the place where he resides most
of the year. Therefore, this is not necessarily the place where he is domiciled, even
if this may be the case.
• The self-employed worker must not necessarily be the owner of his main residence
in order to benefit from non-seizability. He may even benefit from this if he only has
a usufruct right, a long term lease or a surface right for this building.
Specific provisions are provided for the self-employed worker who conducts his professional activities in the building where his main residence is established:
• if the surface reserved for the professional activity represents less than 30% of the
building’s total surface, non-seizability will concern the entire building;
• in the opposite case, only the rights for the part of the building allocated to the main
residence may be declared non-seizable in exchange for the prior drawing up of
joint-ownership statutes.
7.3. Formalities to be fulfilled
In order to protect your main residence, the self-employed worker has to complete a
“declaration of non-seizability” at a notary of his choice.
This declaration must contain a detailed description of the building and the rights he
has over it. In the case of a mixed use of the building, the description must clearly
identify the parts and surface areas concerned, for the building as well for the professional activity, and a reference to the surface area for each one.
The notarial deed will be kept in a registry designed for this purpose at the office of
the registrar of mortgages in the arrondissement where the property is situated. The
drawing up of the declaration and its registration on the registrar of mortgages requires the payment of fees and registration duties.
If the self-employed worker is married, the notary must have the agreement of his
spouse for this declaration of non-seizability.
The declaration of non-seizability is enforceable against creditors and third parties as
of the declaration’s registration on the specific registry held at the registrar of mortgages.
The self-employed worker benefits from the non-seizability of his main residence for
debts subsequent to the registration of the declaration of non-seizability provided that
these debts are related to the exercise of his self-employed activity (debts to suppliers,
credit organisations, tax and social administrations, etc.).
7.4. End of protection against non-seizability
The self-employed worker may, at any time, renounce this declaration of non-seizability via his notary. In this case, it is presumed that the declaration never existed and
renunciation has an effect on all creditors.
If the self-employed worker changes status and becomes an employee or civil servant,
he loses the right to the protection of his main residence for debts contracted after the
modification of his status.
Non-seizability is cancelled in case of the death of the self-employed worker.
This legislation provides for specific provisions in the case of a change in the main
residence. For further information about the specific provisions of this law, notaries
are the people best qualified to provide you with information.
Fédération Royale du Notariat belge
Rue de la Montagne 30-34
1000 Brussels
Tel.: +32 2 505 08 50
Website: http://www.notaire.be
47
8.Public support
The public services offer different websites to help you to clarify your project and find
out more about administrative procedures, available funding and suports, possible
risks, etc.
• Federal government: http://www.belgium.be/fr/economie/entreprise/
• Flemish Region: http://www.agentschapondernemen.be
• Walloon Region: www.infos-entreprises.be/fr
• Brussels-Capital Region: http://www.bruxelles.irisnet.be/
48
9.Appendices
9.1. Licences or authorisations
Here is a list of activities and official bodies which you must contact to obtain the required licence. This list is not exhaustive.
Professional activities
Competent authorities
Accountants
Institute of Accounting Professionals
Alarm systems
FPS Interior (Directorate-General for Security
and Prevention Policy)
Alcoholic drinks (+22°): licence for sales (also restaurants)
FPS Finance (Customs and Excise Administration)
Animal feed (import, manufacturing, preparation)
Federal Agency for the Safety of the Food Chain
(AFSCA)
Animal homes
Municipal administration
Animal trade
Municipal administration
Auditory aids
National Institute for Health and Disability
(INAMI, medical equipment section)
Butchers
FPS Economy, SMEs, Self-Employed and
Energy (SME Policy Directorate)
Cafes and bars: licence to sell fermented
drinks
FPS Finance (Customs and Excise
Administration)
Casino operations
FPS Justice
Cereals: indigenous/foreign cereal merchants/
importers
Energy (Consumer Rights Protection)
Chemists: opening, mergers
FPS Public Health
Childcare providers
Birth and Children Office
Collection agency
Energy (Credit and Debt Service)
Dairy establishments
(AFSCA)
Detectives
FPS Interior
Driving schools
FPS Mobility and Transport
EC origin common wheat: denatured, mixed
with animal feed
Energy (Central Office of Quotas and Licences)
Eggs (battery farms, processing centres, export, poultry farming)
(AFSCA)
49
50
Establishments classified as dangerous, unhealthy or harmful to the environment
2nd class establishments
1st class establishments
Municipal administrations or Provincial services
Municipal Executive Authority
Permanent deputation of the Provincial Council
Estate agents
Professional Institute of Estate Agents
Exchange bureaux
Banking, Finance and Insurance Commission
(CBFA)
Fairground activities
One-stop shop business services
Foodstuff: production, commerce
(AFSCA)
Homes for the disabled and the elderly
For Wallonia: Wallonia Public Service (Social
Action and Health Service)
For Brussels: French Community Commission
(Social Affairs)
Hotel operations
For Wallonia: Wallonia Public Service
Industrial flour trade (users and indigenous
wheat merchants)
Investment advisors
Banking, Finance and Insurance Commission
(CBFA)
Itinerant activities
One-stop shop business services
Leasing
Energy (Credit and Debt Service)
Liqueurs (manufacturing)
Administration)
Matrimonial agency
Medical equipment supplier
(INAMI, medical equipment supplier section)
Nurses
Opticians
Phone shops
Belgian Postal and Telecommunications
Institute
Physiotherapists
Phytopharmaceutical products
(AFSCA)
Potatoes: export, sale and purchase on the domestic market
Wallonia Public Service
Precious metals (manufacturing, commerce)
Guarantee Office of the Royal Mint
Professional card for foreign nationals
Protection and security companies
FPS Interior (Prevention and Security Service)
Psychologists
Seeds, plants of all kinds
Slaughterhouses
(AFSCA)
Sodas (preparation)
Administration)
Speech therapists
Sunbeds
Taxis (services)
Wallonia Public Service/Ministry of the
Brussels-Capital Region
Temporary employment agencies
Wallonia Public Service/Ministry of the
Brussels-Capital Region
Tobacco: manufacturing, storage, wholesale
and retail trade
Administration)
Tombola (organisation)
FPS Interior
Trailers (construction)
Transport by motor vehicles
Travel agencies
For Wallonia: Wallonia Public Service
(Operational Directorate for Economy,
Employment and Research)
Administration (Tourism service)
Uncut diamonds
Waste oil (collection, import and export)
Wallonia Public Service (Natural Resources and
Environment Directorate)
Weapons and ammunition (manufacturing, repair and trade)
Governor competent for the business unit
(province) + certificate of good conduct from the
municipal administration
Wines: manufacturing, handling
(AFSCA)
51
9.2. List of social security offices for
self-employed workers
GROUP S
Boulevard Poincaré 78 - 1060 Brussels
Tel: +32 2 555 15 20
Fax: +32 2 555 15 45
E-mail: infocas@groups.be - http://www.groups.be
XERIUS
Rue Royale 269 - 1030 Brussels
Tel: +32 2 609 62 20
Fax: +32 2 609 62 40
E-mail: info@xerius.be - http://www.xerius.be
ZENITO
52
Quai de Willebroeck 37 - 1000 Brussels
Tel: +32 2 212 22 30
Fax: +32 2 403 05 53
E-mail: caissedassurancessociales@zenito.be - http://www.zenito.be
PARTENA
Boulevard Anspach 1 (Tour Philips) - 1000 Brussels
Tel: +32 2 549 73 00
Fax: +32 2 223 73 79
E-mail: mkt.asti@start.partena.be - http://www.partena.be
ACERTA
Buro & Design Center - Esplanade du Heysel BP 65 - 1020 Brussels
Tel: +32 2 475 45 00
Fax: +32 2 773 16 03
E-mail: contact.svf@acerta.be - http://www.acerta.be
SECUREX-INTEGRITY
Cours Saint-Michel 30 - 1040 Brussels
Tel: +32 2 729 92 22
Fax: +32 2 729 92 20
E-mail: merode@securex.be - http://www.securex.be
ATTENTIA
Torhoutsesteenweg 384 - 8200 Bruges
Tel : +32 50 40 65 65
Fax: +32 50 40 65 99
E-mail: info.svas@attentia.be - http://www.attentia.be
MULTIPEN
Zeutestraat 2B - 2800 Mechelen
Tel: +32 15 45 12 60
Fax: +32 15 45 12 68
E-mail: info@multipen.be - http://www.multipen.be
HDP
Tel: +32 2 289 68 02
Fax: +32 2 289 68 49
E-mail: infocas@hdp.be - http://www.hdp.be
L’ENTRAIDE
Rue Colonel Bourg 113 - 1140 Brussels
Tel: +32 2 743 05 10
Fax: +32 2 734 04 79
E-mail: clasti@entraidegroupe.be - http://www.entraidegroupe.be
UCM social security office
Chaussée de Marche 637 - 5100 Namur (Wierde)
Address: B.P. 38 - 5100 Namur (Wierde)
Tel: +32 81 32 06 11
Fax: +32 81 30 74 09
E-mail: cas@ucm.be - http://www.ucm.be
Institut national d’assurances sociales pour travailleurs indépendants (INASTI)
Place Jean Jacobs 6 - 1000 Brussels
Tel: +32 2 546 45 21
Fax: +32 2 513 04 13
E-mail: mailcnh@rsvz-inasti.fgov.be
Tel. companies: +32 2 546 42 17
E-mail companies: cnh-sov@ rsvz-inasti.fgov.be
http://rsvz-inasti.fgov.be/fr/helpagency/index.htm
53
9.3. List of one-stop shop business services
(head offices)
ACERTA Guichet d’entreprises ASBL
Buro & Design Center
Esplanade du Heysel BP 65 - 1020 Brussels
Website: http://www.acerta.be
Xerius Guichet d’entreprises ASBL
Website: http://www.xerius.be
EUNOMIA ASBL
Rue Colonel Bourg 113 - 1140 Brussels
Administrative centre: Oudenaardsesteenweg 7 - 9000 Ghent
Website: http://www.eunomia.be
54
FORMALIS ASBL
Rue du Lombard 34-42 - 1000 Brussels
Website: http://www.formalis.be
SECUREX Guichet d’entreprises
Avenue de Tervuren 43 - 1040 Brussels
Website: http://www.securex.be
HDP Guichet d’entreprises ASBL
Website: http://www.hdp.be
PARTENA Guichet d’entreprises ASBL
Boulevard Anspach 1 - 1000 Brussels
Website: http://www.guichetentreprises.partena.be
UCM Guichet d’entreprises ASBL
Chaussée de Marche 637 - 5100 Wierde
Website: http://www.ucm.be
ZENITO Guichet d’entreprises ASBL
Quai de Willebroeck 37 - 1000 Brussels
Website: http://www.zenito.be
9.4. Useful addresses
Contact Centre for the FPS Economy, SMEs, SelfEmployed and Energy
+32 800 120 33
+32 800 120 57
Open every working day from 9 am to 5 pm by:
- toll-free telephone number
- toll-free fax number
- E-mail: info.eco@economie.fgov.be
FPS Economy, SMEs, Self-Employed and Energy
+32 2 277 51 11
WTC III - Boulevard S. Bolivar 30 - 1000 Brussels
Website: http://economie.fgov.be
E-mail: info.eco@economie.fgov.be
FPS Social Security
+32 2 528 64 50
Direction générale Indépendants
Centre administratif Botanique – Finance Tower
Boulevard du Jardin Botanique 50 boîte 120 – 1000 Brussels
Website: http://www.socialsecurity.fgov.be
E-mail: zelfindep@minsoc.fed.be
Operational Directorate for Economy, Employment and
Research
Department of Economic Development
Directorate of Enterprise Development
55
+32 81 33 42 00
+32 800 11 901
Place de la Wallonie 1 - 5100 Jambes
Toll-free number for the Walloon Region:
E-mail: pme.dgee@mrw.wallonie.be
Website: http://www.wallonie.be
Wallonia Public Service – Business Advisors
Espace Wallonie, Place Saint-Michel 86, 2° étage - 4000
Liège
Rue Achille Legrand 16 - 7000 Mons
Sandwich Course Training Institute for SME (IFAPME)
Place Albert 1er 31 - 6000 Charleroi
E-mail: ifapme@ifapme.be
Website: http://www.ifapme.be
+32 4 250 93 51
+32 65 32 81 23
+32 71 23 22 22
Ministry of the Brussels-Capital Region
Economy and Employment Administration
+32 2 800 34 52
Boulevard du Jardin Botanique 20 - 1035 Brussels
E-mail: info.eco@mrbc.irisnet.be
Website: http://www.bruxelles.irisnet.be
Brussels Enterprise Agency
+32 2 422 00 20
Tour & Taxis - Avenue du Port 86 c bte 211 - 1000 Brussels
E-mail: info@abe.irisnet.be
Website: http://www.abe-bao.be
Vlaamse Overheid
Agentschap Ondernemen
+32 2 553 37 05
Koning Albert II-laan 35 bus 12 - 1030 Brussels
E-mail: info@agentschapondernemen.be
Website: http://www.agentschapondernemen.be
56
National social security office for self-employed workers
(INASTI)
+32 2 546 42 11
Place Jean Jacobs 6 - 1000 Brussels
E-mail: info@rsvz-inasti.fgov.be
Website : http://www.rsvz-inasti.fgov.be
Profit-sharing Fund
Rue de Ligne 1 - 1000 Brussels
E-mail: info@fonds.org
Website: http://www.fonds.org
+32 2 210 87 87
9.5. Other brochures available for first-time
entrepreneurs
Choisir un statut juridique: Entreprise individuelle ou société ? (Choosing a legal status: sole proprietorship or company?)
La Société Privée à Responsabilité Limitée (SPRL) (Company with Limited Liability)
La SPRL Starter (Starter Company with Limited Liability)
Le Registre des Entrepreneurs Remplaçants – Un nouveau système offert aux indépendants (The Replacement Entrepreneurs Register – A new system for the selfemployed)
Un bon départ pour mon entreprise – Les étapes pour y arrive (A good start for my
company – The steps to follow)
La protection de la résidence principale des travailleurs indépendants (The protection
of the self-employed worker’s main residence)
Une ère nouvelle pour les activités ambulantes (A new era for itinerant activities)
To obtain a copy of these publications:
Infoshop
Rue du Progrès 48
1210 Brussels
Tel: +32 2 277 55 76
E-mail: Infoshop@economie.fgov.be
57
58
59
60
© AKS - fotolia.com
Rue du Progrès 50
1210 Brussels
Enterprise n° : 0314.595.348
http://economie.fgov.be

How to set up your own business in Belgium? 2013 May

Transcription

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