Forms of Business Organisation

Various types of business entities are permitted in Belgium. They include the following:

Corporations.
Private limited companies.
General partnerships.
Limited partnerships.
Partnerships limited by shares.
Cooperative companies.

The most commonly used entity is the corporation (Naamloze vennootschap/ Société Anonyme or NV/SA). An NV/SA must have at least two founding shareholders who appear before a public notary to establish the company. The NV/SA may issue bearer shares or registered shares. Hence, it is possible to have anonymous shareholders. The NV/SA may issue preferred shares. The shares are fully transferable and the shareholders’ liabilities are limited (i.e. to the extent of the amount of share capital not fully paid up). The minimum initial capital of an NV/SA amounts to EUR 61,500.

A ‘Besloten Vennootschap met Beperkte Aansprakelijkheid/ Société privée à responsabilité limitée (BVBA/SPRL)’ may only issue registered shares. The transfer of shares must be authorised by the shareholders. The shareholders’ liabilities are limited. The minimum initial capital of a BVBA/SARL amounts to EUR 18,600.

A ‘Commanditaire Vennootschap op aandelen/ Société commanditaire par actions (SC(A)/CV(A))’ is a partnership where ‘active partners’ manage the company and are distinguished from ‘silent partners’, who only invest in the company.

In a cooperative company (Cooperatieve vennootschap or C.V. in Dutch, Société coopérative or SC), shareholders may dissolve their interests by selling their shares back to the company. The share capital of a cooperative company is variable.

A ‘Vennootschap onder Firma/ Société en nom collectif (VOF/SNC)’ is a general partnership in which partners have a joint unlimited liability.

The following are also considered as Belgian partnerships: the ‘Maatschap/ Société de Droit Commun’, the ‘Tijdelijke Handelsvennootschap/ Société Momentanée’, the ‘Stille Handelsvennootschap/ Société Interne’ and the Economic Interest Grouping (Economisch Samenwerkingsverband/ Groupement d’Interet Economique). A legal partnership is basically an agreement whereby the silent partner participates in the profit or loss of certain activities of the active partner, who is mostly also the managing partner. Silent partnerships do not have legal personality. They are tax transparent and have a special tax treatment.

Branches of Foreign Companies

Foreign companies may establish Belgian branches provided certain formalities are fulfilled, such as the filing of the articles of incorporation of the foreign company with the Registry of the Commercial Court.
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Joint Ventures

A joint venture can be established by two or more companies to perform a special project. Joint ventures do not have separate legal personality.

Trusts

Trusts may not be established under Belgian law. However, foreign trusts are recognised.

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