How to Set Up Your Own Business in Belgium

How to set up your own business in Belgium?

September2014

Rue du Progrs 501210 BrusselsEnterprise n : 0314.595.348http://economie.fgov.be

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2Federal Public Service Economy, SMEs, Self-employed and EnergyRue du Progrs 501210 BrusselsEntreprise no : 0314.595.348http://economie.fgov.be

tel. 02 277 51 11

From abroad :tel. + 32 2 277 51 11

Publisher : Jean-Marc Delporte Prsident du Comit de direction Rue du Progrs 50 1210 Brussels

Legal deposit : D/2013/2295/49

0491-14

3Creating the conditions for a competitive, sustainable and balanced operation of thegoods and services market in Belgium.

Table of content1. 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

43.2. 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

4.3. 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

6List of abbreviations

BCE Banque-Carrefour des Entreprises (Crossroads Bank for Enterprises)

GEA Guichet dentreprises agr (one-stop shop business service)

ONSS Office national de scurit sociale (National Social Security Office)

SME Small and medium-sized enterprises

SA Socit anonyme (Limited company)

SCRL Socit cooprative responsabilit limite (Cooperative company with limited liability)

SCRI Socit cooprative responsabilit illimite (Cooperative company with unlimited liability)

SCS Socit par commandite simple (Limited partnership)

SNC Socit en nom collectif (General partnership)

FPS Federal Public Service

SPRL Socit prive responsabilit limite (Private company with limited li-ability)

SPRL-S Socit prive responsabilit limite Starter (Private Starter company with limited liability)

SPRLU Socit prive responsabilit limite unipersonnelle (One-person pri-vate 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 persons nation-ality 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 personIn order to become a self-employed worker, a person must fulfil several legal obliga-tions:

be an adult (at least 18 years);

enjoy civil rights: people sentenced for a crime are not entitled to conduct commer-cial activities during their sentence;

be legally competent: people who are declared legally incompetent, have been sus-pended from practicing or who are on probation are not entitled to engage in com-mercial activities.

1.2. Conditions related to the activityThe exercise of some self-employed activities is only possible if certain conditions spe-cific 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 pro-vide 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.

8Nevertheless, 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 regu-lated 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 follow-ing the death of the company director.

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 effec-tively be in charge of the companys 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 man-ager, 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 consumers or the hosts home, which are held after an ap-pointment 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 man-agement of that company. When this person leaves the company, the latter must reg-ularise its situation at a one-stop shop business service within 6 months after the persons 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 gnrale de la Politique des P.M.E. Service des Guichets dEntreprises - Service du Jury Central North Gate 4th floor Boulevard du Roi Albert II, 16 1000 Brussels Tel.: +32 2 277 67 50 Fax: +32 2 277 98 80 E-mail: [email protected]

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 partys country of origin which provides details of professional experience and training.

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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 pro-vided 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;

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 com-petence:

a) the director;

b) the companys organisation in charge of daily management;

c) the companys 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 ac-tivities.

The person who meets the conditions for the professional competence must be in charge of the companys daily technical management.

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Creating the conditions for a competitive, sustainable and balanced operation of thegoods and services market in Belgium.

List of regulated professions

Construction, electrical engineering and general contracting

Activities involving the installation of central heating, air-conditioning, gas and bath-room 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

If you want to exercise an itinerant activity, e.g. selling at a consumers home, in the public domain, or at public or private markets, you must have an itinerant activity au-thorisation.

This authorisation must be requested from the one-stop shop business service of your choice and its validity is related to the activitys duration. You have to collect the au-thorisation 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 cer-tificate if you are planning on exercising your activity at consumers homes.

Three types of licences may be issued:

employers 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 be-longings, 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.

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Further information is available from one-stop shop business services or from the FPS Economy:

SPF Economie, P.M.E., Classes moyennes, et Energie Direction gnrale de la Politique des P.M.E. Service des Autorisations conomiques North Gate 4th floor Boulevard du Roi Albert II, 16 1000 Brussels Tel.: +32 2 277 69 50 Fax: + 32 2 277 97 63 E-mail: [email protected] [email protected]

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 activitys 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 secu-rity controls provided for by law.

Two types of licences may be issued:

employers 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:

SPF Economie, P.M.E., Classes moyennes, et Energie Direction gnrale de la Politique des P.M.E. Service des Autorisations conomiques North Gate 4th floor Boulevard du Roi Albert II, 16 1000 Brussels Tel.: +32 2 277 69 50 Fax: + 32 2 277 97 63 E-mail: [email protected] [email protected]

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1.2.3.3. Butchers licence

The butchers licence is the authorisation required by the operator or professional manager of a butchers 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 capaci-ties:

either by a diploma from a professional school;

or by an apprenticeship certificate;

or by professional experience.

For further information:

SPF Economie, P.M.E., Classes moyennes, et Energie Direction gnrale de la Politique des P.M.E. Service des Autorisations conomiques North Gate 4th floor Boulevard du Roi Albert II, 16 1000 Brussels Tel: +32 2 277 72 75 or 277 85 24 Fax: +32 2 277 97 63 E-mail: [email protected] [email protected]

1.2.3.4. Self-employed professionals and knowledge service providers

Self-employed professionals

Specific regulations apply to self-employed professionals exercising a legal (law-yer, notary, etc.), medical or paramedical (doctor, dentist, physiotherapist, etc.) self-employed profession. For further information, contact the competent Federal Public Service.

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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, con-tact 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, con-tact 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 condi-tions 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:

SPF Economie, P.M.E., Classes moyennes, et Energie Direction gnrale de la Politique des P.M.E. Service des Professions intellectuelles et de la Lgislation North Gate 4th floor Boulevard du Roi Albert II, 16 1000 Brussels Tel: +32 2 277 84 25 Fax: +32 2 277 98 86 E-mail: [email protected]

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).

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: [email protected] Website: www.afsca.be

1.2.3.6. Construction entrepreneurs

Entrepreneurs wishing to carry out works for the State or for other public administra-tions (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 eco-nomic capacities.

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The application for accreditation must be sent, either by the entrepreneur himself, or by his professional association, to the Accreditation Commission for Entrepreneurs at:

SPF Economie, P.M.E., Classes moyennes et Energie Direction de la Qualit et de la Scurit Service Construction Agration 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: [email protected]

1.2.3.7. Other licences or authorisations

Some activities require an authorisation or licence. In the appendix, you will find a non-exhaustive list of these activities and the official bodies which issue these documents.

1.3. Conditions related to nationality: professional cardIf 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 Areas Member States (European Union, Norway, Iceland and Lichtenstein), or a Swiss national, you must apply for a profes-sional 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 ac-tivity: 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 certifi-cate);

if, for security reasons, you are unable to submit your application in your coun-try 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.

Your application must be submitted using the necessary form which must be complet-ed, 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 Economys Economic Authorisations Service within five days of its receipt.

The Economic Authorisations Service verifies whether the application has been sub-mitted 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 ap-plication.

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.

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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 deci-sion 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 Councils 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 be-fore 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:

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 depend-ent on them;

c) his ascendants or those of his spouse who are dependent on them, with the ex-ception 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;

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foreign spouses who assist or replace their husband or wife in exercising their self-employed 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 be-fore 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.

The companys 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 eight one-stop shop business services in Belgium have several offices throughout the coun-try. 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 ob-tain 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 companys 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.

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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 al-low you to exercise the chosen activities. These documents concern entrepreneurial capacities, namely proof of basic management skills and professional competence for regulated professions, the butchers licence, itinerant activity authorisation, pro-fessional 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 82,50 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 busi-ness 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 82,50 euro per business unit.

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3. Formalities to fulfil

3.1. For sole proprietorship companiesThe activity is exercised outside of any working contract (employee or worker) or sta-tus (civil servant). In that case, there is no separation between private assets and com-pany assets. Therefore, the entrepreneur engages all his assets, including his private assets, to cover the companys risks (however, see point 7 concerning the protection of the self-employed workers 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;

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 ad-dresses and telephone numbers;

the companys 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 companys 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.

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3.2. For companiesA company has a legal status which, completely independently, has rights and obliga-tions 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 companys head office. Like for persons, this will be the main site of its busi-ness.

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 companys characteristics (name, head office, capital, etc.) and its methods of functioning.

For private companies with limited liability, limited companies and cooperative com-panies 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 pro-vides 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 companys articles of association must be registered at FPS Finance, Land Registration and Estates Administration Registration Office, General Administration of Patrimonial Documentation.

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 no-body is able to contest the companys existence as of the date of registration.

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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 com-panies 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 companys 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:

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 representatives 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 regis-tered with the BCE by the competent commercial court registry.

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3.2.4.2. Subsidiary

Foreign companies which want to conduct activities in Belgium can also create a sub-sidiary. 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 reg-istered 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 belge5;

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.

28

special licences (professional card for foreign nationals, butchers 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.

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4. Fiscal, social and accounting obligations

4.1. Obligations concerning VATValue 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 companys sales to customers and is deducted from purchas-es it makes in the frame of a companys 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 pay-ment 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, deliver-ing goods or services referred to in the VAT Code, regardless of place or activity.

The law provides a VAT-exemption for certain activities so 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 busi-ness service. This declaration is also mandatory in the case of the transfer of the companys head office (entrepreneurs domicile or companys head office);

the business number must appear on all commercial documents concerning the VAT-liable entitys 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).

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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

If the annual turnover of a VAT-liable entity does not exceed 15,000 euro, it can ben-efit 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.


Local VAT office Website: http://finances.belgium.be > Offices

4.2. Obligations concerning taxThe 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 pay-ments 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.

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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 Collection centre Service Versements anticips North Galaxy, Tower A Boulevard du Roi Albert II, 33 bote 42 1030 Brussels Tel: +32 2 576 40 50 (standard fee) Website: http://minfin.fgov.be

4.3. Social obligations4.3.1. 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 work-ers.

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 workers 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 companys representatives.

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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 cohabita-tion contract);

provides assistance to his self-employed partner (regularly or at least 90 days a year);

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 dec-laration 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;

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if you are a civil servant: you must work 200 days or 8 months a year and sub-con-tracted 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 al-lowance 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 lat-est 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 work-ers) 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 contribu-tion for the social status for self-employed workers.

When affiliating, non-Belgian nationals must provide the authorisations needed to ex-ercise 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 years net pro-fessional 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-em-ployed 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.


SPF Scurit sociale Direction Gnrale Indpendants Centre Administratif Botanique Finance Tower Boulevard du Jardin Botanique 50 bote 120 1000 Brussels Tel.: +32 2 528.64.50 E-mail: [email protected] Website: http://www.socialsecurity.fgov.be/

Institut National dAssurances Sociales pour Travailleurs Indpendants (INASTI) Place Jean Jacobs 6 1000 Brussels Tel.: +32 2 546 42 11 Fax: +32 2 511 21 53 E-mail: [email protected] 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.

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Every worker is allocated a personal Dimona code which enables social security or-ganisations 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 employers 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 legisla-tion 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 decla-rations 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 Scurit 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

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4.4. Accounting obligationsIt is a legal obligation for self-employed workers acting as merchants and for com-mercial companies based in Belgium to keep accounts. Following the law concerning business accounting (17 July 1975), every company, without exception, must keep ac-counts 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 bal-ance 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:

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 hydrocar-bons 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 pur-chases 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 Banks central balance sheet data offices;

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Legal entity companies employing a yearly average of more than 100 people, or ex-ceeding 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 Banks central balance sheet data offices.

For further information about accounting obligations, you can contact an accountant, chartered accountant, company auditor, etc.

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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 neces-sary, ask a notary, legal expert, accountant, etc. for advice.

SOLE PROPRIETORSHIP COMPANY

Benefits

Constitution: no minimum capital, no bank certificate, financial plan or articles of associa-tion

Management: power of decision and function-ing based solely on one person

Formalities: fewer administrative and account-ing formalities

Characteristics: independence, greater flex-ibility, quicker decision-making

Easier accounting

No sharing of benefits

Benefits

Fewer financial risks: in some types of compa-nies (limited liability company, public limited company), the staffs assets are separate from those of the company and the associates are only liable up to the amount they have invested

Investments: several persons can contribute

Company continuity: is not endangered by the death or departure of associates

More advantageous tax system

Taxable benefit for corporate tax is more beneficial than for companies registered by a natural person

Inconveniences

Financial risks: no distinction between person-al assets and the companys assets unlimited liability (unless the self-employed workers main residence is protected)

Investments: the entrepreneur bears the cost of investments

Company continuity: the death or illness of the company director often implies the end of the company

Less advantageous tax system

The social status of self-employed workers is less advantageous

Inconveniences

More complex formalities for creation: mini-mum capital required (except for limited liabil-ity companies: 1), bank certificate, financial plan, articles of association

Management, direction, authority and func-tioning are divided up between several people

Administrative and accounting formalities are more complex than for a self-employed person

Accounting obligations are more complex

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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 companys 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 as-sets in the case of bankruptcy during the first three years of the companys existence, if the capital initially planned proves to be insufficient for the normal exercise of the companys activities during the two years following its creation.

Articles of association

The founders must draw up the companys 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 gen-eral partnership, a limited partnership or a cooperative company with unlimited li-ability.

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 com-panys 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 jurisdic-tion where their head office is based and must be published in the appendices of the Belgisch Staatsblad / Moniteur belge7.

The publication of the companys 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 companys actions.

7 The Belgian Official Gazette.

40

Short summary of the most common forms of companies8

Private company with limited

liability(SPRL)

Private Starter company with

limited liability(SPRL-S)

Limitedcompany

(SA)

Cooperative company with

limited liability(SCRL)


unlimited liability(SCRI)

Associates Minimum 1 (SPRLU)

Minimum 1 person

Minimum 2 Minimum 3 Minimum 3

Minimum capital

18,550 euro 1euro 61,500 euro 18,550 euro Freely defined

Paid-up capital

1/5 per share with a minimum of 6,200 euro

(12,400 euro for a SPRLU)

1 euro 1/4 per share with a minimum of 61,500euro

1/4 per share with a minimum of 6,200 euro

All

Contributions in kind

Report by a company auditor




No specific regulation

Financial plan

Yes Yes

To be written with the help of an account-ant, chartered accountant, or auditor

Yes Yes Not mandatory

Securities Registered with our without the right to vote

Registered Registered or book-entry securi-ties

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

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.

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Private company with limited

liability(SPRL)

Private Starter company with

limited liability(SPRL-S)

Limitedcompany

(SA)


limited liability(SCRL)


unlimited liability(SCRI)

Transfer of securities

Legal and statu-tory restrictions

Legal and statu-tory restrictions

Securities are transferable subject to statutory provi-sions

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-agers named in the statutes or by the general assembly for a definite or indefinite period

One or more people, whether associates or not

Board of directors formed by a mini-mum of 3 directors. People or compa-nies

Appointment for 6 years (re-election possible)

One or more as-sociate directors or not, appointed by the general as-sembly for a defi-nite or indefinite period

One or more as-sociate directors or not, appointed by the general as-sembly for a defi-nite or indefinite period

Controls 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 leaseThe 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 ap-plication is mandatory.

The writing of a written commercial lease is recommended and the lessor must clear-ly agree with the object of the lease (namely, the activity).

The lease duration is minimum 9 years and is renewable three times.

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 pro-tects 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 bailiffs 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: [email protected]

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6.2. Closing times and weekly rest period6.2.1. 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 cho-sen 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 m;

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 munici-pal 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.

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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 ac-tivity 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 sea-side resorts.


SPF Economie, P.M.E., Classes moyennes, et Energie Direction gnrale de la Politique des P.M.E. Service des Professions intellectuelles et de la Lgislation North Gate 4th floor Boulevard du Roi Albert II, 16 1000 Brussels Tel.: +32 2 277 84 25 Fax: +32 2 277 98 86 E-mail: [email protected]

6.3. Market practicesThe law of 6 April 2010 concerning market practices and consumer protection governs the general relationship between companies and consumers. But, it has a dual pur-pose. On the one hand, it guarantees the loyalty of competition in commercial relation-ships 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 con-tracts, contracts concluded outside of business premises, advertising and disloyal commercial practices as much for consumers as between companies, forced pur-chases, 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.

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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.


SPF Economie, P.M.E., Classes moyennes et Energie Contact Center Rue du Progrs 50 1210 Brussels Tel.: +32 800 120 33 Fax: +32 800 120 57 E-mail: [email protected]

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7. Protection of the self-employed main residenceMany 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 non-seizable.

7.1. The beneficiaries of this protection Natural people who conduct a self-employed activity as a main activity, as a com-

plementary activity or as a retired person in Belgium. Therefore, this concerns mer-chants, artisans and self-employed professionals.

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 pro-fessional activities in the building where his main residence is established:

if the surface reserved for the professional activity represents less than 30% of the buildings 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.

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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 profes-sional 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 re-quires 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 declarations registration on the specific registry held at the registrar of mort-gages.

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-seizabilityThe self-employed worker may, at any time, renounce this declaration of non-seiza-bility 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.

Fdration Royale du Notariat belge Rue de la Montagne 30-34 1000 Brussels Tel.: +32 2 505 08 50 Website: http://www.notaire.be

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8. Public supportThe 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/

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9. Appendices

9.1. Licences or authorisationsHere is a list of activities and official bodies which you must contact to obtain the re-quired 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 res-taurants)

FPS Finance (Customs and Excise Administration)

Animal feed (import, manufacturing, prepara-tion)

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

FPS Economy, SMEs, Self-Employed and Energy (Consumer Rights Protection)

Chemists: opening, mergers FPS Public Health

Childcare providers Birth and Children Office

Collection agency FPS Economy, SMEs, Self-Employed and Energy (Credit and Debt Service)

Dairy establishments Federal Agency for the Safety of the Food Chain (AFSCA)

Detectives FPS Interior

Driving schools FPS Mobility and Transport

EC origin common wheat: denatured, mixed with animal feed

FPS Economy, SMEs, Self-Employed and Energy (Central Office of Quotas and Licences)

Eggs (battery farms, processing centres, ex-port, poultry farming)

Federal Agency for the Safety of the Food Chain (AFSCA)