Establishing a Joint-Stock Company in Belgium

Belgian companies

The Belgian joint-stock company, also known as the public limited company (SA/NV) is a company based on the investments made by its shareholders. It can be incorporated by a single shareholder and it is generally preferred by large businesses in Belgium.

If you want to open a company in Belgium or are interested in knowing more about all types of companies in Belgium, our Belgian lawyers can offer you complete information.

We invite you to watch the following video on the characteristics of the joint-stock company in Belgium: 

Requirements for setting up a joint-stock company in Belgium

The minimum share capital that needs to be provided for public limited companies in Belgium is at least 61,500 Euros and it must be fully deposited when the company is incorporated. The share capital can be subsequently increased by notarial deed (also when decided by the board within an authorised capital). However, the company’s Articles of Association must contain a special clause that stipulates the amount of the authorized share capital. The company’s Articles of Association must be drawn up before a Belgian notary and they are mandatory for the incorporation of the company. Joint-stock companies in Belgium must file their deed with the Enterprise Court registry and are registered in the Crossroads Bank for Enterprises.

The liability of the shareholders is limited to their contribution to the company’s share capital. The shares are transferable, although this procedure can be limited according to certain special clauses.

Other provisions for public limited companies in Belgium 

Belgian joint-stock companies may have a sole director, a board of at least three directors, or a two-tier board. If the company is incorporated by two individuals and has only two shareholders, the Board of Directors can be limited to only two members. Directors in Belgium have certain obligations and liabilities and must act in the best interest of the company.

Public limited companies must comply with the general taxation rules applicable in Belgium and have significant accounting obligations. Because the Belgian joint-stock company has legal personality, a bank account must be opened for the company in the early phases of incorporation.

Our lawyers in Belgium can help you with more information about company incorporation, including VAT registration.

It is common for joint-stock companies to register a trademark in Belgium.

For more details about company management in Belgium, please contact our Belgian law firm. We can provide complete and professional legal services for your company.