1. Use of Languages

Companies are subject to the Belgian regulations on the use of languages. All documents required by law must be drafted in one of Belgium's official languages, i.e., French, Dutch or German, depending on the Belgian linguistic region where the company has its registered office.

Documents required by law include such documents as the deed of incorporation, the by-laws, the annual accounts, the Board report and the statutory auditor's report on the annual accounts.

If the company's registered office is located in the French-speaking Region or the Dutch-speaking Region, these documents must be drafted in French or Dutch, respectively. If the company's registered office is located in the Brussels Region, these documents can be drafted either in French or Dutch or even in both languages.

2. Corporate Name

The choice of a corporate name is in principle free. The name must, however, be sufficiently distinctive from that of any other company so as to avoid confusion.

The law provides that the words "socite anonyme" or "naamloze vennootschap", or the abbreviations "S.A." or "N.V.", must appear on all documents of companies organized as a "socite anonyme" or "naamloze vennootschap". However, there is no obligation to incorporate these words or abbreviations in the company's corporate name. To retain a maximum degree of flexibility, it is recommended to exclude these terms from the corporate name.

3. Financial Year

The company's financial year must normally extend over a period of one year, which can defer from the calendar year. It is, however, generally accepted that, under exceptional circumstances, the length of a particular financial year may be extended to a maximum of 18 months or reduced to a minimum of 6 months.

As a practical matter, the first financial year starts on the date of incorporation and ends on the closing date as stated in the by-laws. Consequently, the first financial year is generally longer or shorter than one year.

4. Transactions Carried Out on Behalf of a Company Prior to its Incorporation

It is possible to carry out transactions on behalf of a company prior to its incorporation (e.g., execution of a lease agreement for the company's premises, purchase of office equipment, etc.).

However, those persons who have entered into a commitment on behalf of a company before it acquires a legal personality are personally and jointly and severally liable for such a commitment, unless otherwise agreed, if this commitment is not confirmed by the company within two months of its incorporation, or if the company is not incorporated within two years from the date on which the commitment is entered into. Once confirmed by the company, the commitment will be considered as entered into by the company with a retroactive effect.

5. Documents Used by the Company

All documents used by the company (e.g., letters, order forms, invoices) must state:

(a) the company name, followed or preceded by the words "socite anonyme" or "naamloze vennootschap", or the abbreviations "S.A." or "N.V.";

(b) the company's registered office address;

(c) the company's registration number with the Commercial Register of the place where the company has its registered office;

(d) number of a bank account opened by the company, with the name of the bank; and

(e) the company's registration number with the VAT.

These documents may also contain any other useful information such as the address of the company, or telephone and fax numbers.

The content of this article is intended to provide general information on the subject matter. It is not a substitute for specialist advice.

De Bandt, van Hecke & Lagae - Brussels (32-2) 501 94 11