1. First shareholders' meeting
When the deed of incorporation has been filed and the company has therefore acquired a legal personality, a first Shareholders' Meeting must be held in order to appoint the directors and, as the case may be, the statutory auditor.
2. First board meeting
Once the directors have been appointed, it is common practice to hold a first Board of Directors Meeting to appoint the person responsible for the company's daily management (Managing Director or General Manager) and to grant specific powers to various persons, including banking powers.
At this meeting, a Chairman of the Board may also be appointed. From a Belgian law perspective, this office is not considered as being related to any specific area of responsibility, since it involves no special powers (unless the by-laws give the Chairman specific powers, such as a casting vote in a Board Meeting when the votes are equally divided on a proposed resolution).
The first Board Meeting should also ratify all transactions that have been carried out on behalf of the company prior to the filing of the deed of incorporation.
3. Corporate books
Belgian Company Laws require any company to keep three corporate books: (a) a share register (if the company has issued registered shares), (b) a minute book for Shareholders' Meetings and (c) a minute book for Board of Directors Meetings.
These records should be distinguished from the accounting records which must be prepared and kept in accordance with Belgian accounting law.
4. Registration with the commercial register
A company may not commence its business activities prior to its registration with the Commercial Register.
For purposes of registration, some specific information must be disclosed to the Commercial Register, including personal data about the person responsible for the company's daily management.
The registration formalities must be handled by the person responsible for the company's daily management or by an attorney-in-fact appointed by that person. The power of attorney must be given in writing and must normally be legalized.
The legalization procedure depends on the place of residence of the person responsible for the company's daily management. If his/her place of residence is in Belgium, the power of attorney must be legalized by the local public authorities ("administration communale / gemeentebestuur"). If his/her place of residence is located abroad, the power of attorney must be legalized, either by a Notary Public and the Apostille as provided for under The Hague Convention of 1961 or, if the place of residence is not located in a country which is a party to this Convention, by the Belgian Embassy or the nearest Belgian Consulate.
It is, however, possible in most cases to avoid this legalization procedure and to include the power of attorney in the deed of incorporation. This simplified procedure can be used, e.g., if the company has its registered office in Brussels.
If the person responsible for the company's daily management is not a Belgian citizen and has his/her place of residence in Belgium, a certificate of residence must be filed with the Commercial Register at the time the company's registration is applied for. This certificate of residence is issued by the local public authorities ("administration communale / gemeentebestuur") where the person responsible for the company's daily management has his/her place of residence.
In addition, a certified copy of the work permit or professional card of the person responsible for the company's daily management must normally be filed with the Commercial Register at the time the company's registration is applied for. However, if the company's registered office is located in Brussels, no copy of these documents must be filed if that person resides abroad and receives no remuneration for the performance of his/her duties. This is merely an administrative tolerance that has grown up at the Brussels Commercial Register.
5. Registration with the V.A.T. authorities
As a general rule, a company must also be registered with the V.A.T. Authorities.
The application form must be signed by the person responsible for the company's daily management. His/her signature need not be legalized.
6. Registration with the social security administration
6.1. The company
Companies that are subject to Belgian corporate tax have to register with a Social Insurance Fund for Self Employed Persons ("Caisse d'assurances sociales pour travailleurs independants"/"Sociale verzekeringskas voor zelfstandigen") within three months of their incorporation. They have to pay an annual contribution of BEF 12,500.
Directors are jointly liable with the company for the payment of this contribution, including additional charges and costs.
In addition, if the company has any employees in Belgium, it must register with the Belgian Social Security Administration for Salaried Workers ("O.N.S.S."/"R.S.Z.").
The registration procedure is usually handled by payroll offices ("secretariats sociaux/sociale secretariaten") which are specialized in all dealings with the Social Security Administration.
6.2. Directors, Managing Director and General Manager
The directors and the Managing Director or General Manager must register with a Social Insurance Fund for Self Employed Persons ("Caisse d'assurances sociales pour travailleurs independants"/"Sociale verzekeringskas voor zelfstandigen"), if they are not salaried employee and work as self-employed persons, regardless of whether they receive any remuneration for the performance of their duties. They must register within three months as of the date of their appointment.
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
