How can I get started?
At visit.brussels we understand the challenges related for gathering information. Therefore, we aim to ease the preparation of your association’s journey to Brussels by providing you with some key initial information gathered in these Frequently Asked Questions.
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Choosing Brussels for an international association office - we are very happy to welcome all those setting up associations in the world’s capital of international associations and join the locally based vibrant community.
For further practical in-depth information, please contact the FAIB (AISBL’s Belgian Federation), 1819 helpdesk and Invest & Export services of hub.brussels.
1. Set up a new association in Brussels
© Xavier Arnau
Key questions
So you decided to start a nonprofit association, and you want to set it up in Brussels. Or maybe you simply want to relocate your headquarters to Brussels. Even though it might seem like a challenge at first, starting an international nonprofit association isn't that hard to do… as long as you ask yourself the right questions.
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Do I have a clearly stated mission?
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Do I have a funding and membership strategy?
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Do I have a leadership team?
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Have I already found a location in Brussels?
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Have I chosen the right legal form for my organisation?
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How can I build my non-profit organisation's professional network in Brussels?
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Essential steps
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Define the organisation’s mission (purpose, goals), scope of activities and funding model. Please note that an association cannot distribute profits to its members.
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Choose the legal form: non-profit association (NPA / ASBL / VZW) or international non-profit association (INPA / AISBL / IVZW). Depending on the legal form chosen, different minimum requirements apply and the registration procedure will be different.
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Draft the articles of association, which must at least detail:
- The legal form of the association
- The region of establishment
- The number of members and conditions for their admission and departure.
- The basic rules of governance
- Conditions for the dissolution and liquidation of the association
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Hold a Constitutive General Assembly with the founding members and draft the constitutive act, i.e. the deed of incorporation.
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File and publish the deed of incorporation at the Brussels Enterprise Court and the Crossroads Bank for Enterprises.
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Undertake the UBO registration: clearly identify the association’s unique beneficial owners and collect and keep adequate, accurate and current data about them; register the data in the UBO register.
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Open a dedicated bank account. It is obligatory to open a bank account for the association. Although Belgian legislation does not explicitly require the bank account to be in Belgium, for practical purposes this would be recommended.
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Fulfil the VAT registration obligations. A newly set up ASBL/VZW might need to be registered as a VAT payer, based on its planned activities and sources of revenue. Alternatively it is possible to apply for a simplified VAT regime if the annual turnover does not exceed €25,000. For this, a registration form needs to be filed with the Belgian tax authorities.
What's next?
The legal status is obtained on the day the articles of association and the acts relating to the appointment of the directors are filed with the Brussels Enterprise Court.
Establishment comes with costs and certain obligations, besides obtaining an official address and the required insurance. You will find extensive information as well as detailed guidelines in the following document.
2. Create a branch office in Brussels
© Jakub Mazur
Essential steps
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Registration with the court’s clerk of the Brussels Enterprise Court.
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File the necessary documents:
* The latest articles of association of the foreign association;
* A decision of the foreign association that a branch in Belgium will be opened;
* A copy of the foreign association’s registration certificate;
* The previous financial year’s financial statements of the foreign association as published in the foreign country, which must also be translated and filed with the National Bank of Belgium. -
The Crossroads Bank for Enterprises will issue a registration number, a VAT number and the connection with a payroll agency.
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The incorporation of the new branch will be published in the annexes of the Belgian Official Gazette. Any change related to the branch would also need to be published.
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Note that no bank account will need to be opened in Belgium, but any foreign association having a branch in Belgium is required to file its annual accounts relating to the last closed financial year with the National Bank of Belgium.
What's next?
Want to know more about accounting for your Belgian branch? What status would your new branch and its employees have? And what about renting an office space in Belgium? You'll find more information, as well as detailed guidelines, in the following document.
Disclaimer
The content provided in these answers is for general information only and it may not apply in a specific situation or to a specific transaction. Specific advice should always be sought before taking any action based on the information contained in this document. This information is not intended to create, nor does receipt of it constitute, an advisor (tax, legal or other advisor)-client relationship. Although visit.brussels and its Contributors have made every effort to ensure the accuracy of this document, neither visit.brussels nor the Contributors accept any responsibility for any errors or omissions contained herein or from consequences that may derive from errors, omissions, opinions or advice given in these answers. Although the information is accurate as at the date it was written, be advised that the topics covered in this document are ever-evolving and the information contained herein may not reflect current legal, tax, political or other development, case law or regulations.
Produced by Dentons Global Advisors, on behalf of visit.brussels.
Last update : 08/09/2020
1. Costs
©Jirapong Manustrong
Core costs of setting up an association in Brussels
- Registration and publication fee (see here for current amounts),
- Notary costs, for any association choosing to become an international non-profit association (INPA),
- Any consulting or service costs for advice or support (e.g. from an Association Management Company (AMC), lawyer, tax advisor, social secretariat, etc.).
Minimum base capital?
There is no founding capital required to establish an association (ASBL/AISBL) in Belgium.
Recurrent costs to be expected
Associations typically have the following recurrent fixed and administrative costs:
- Rent and utility costs
- Service fees (e.g. association management company, lawyer, tax advisor
- Employment / contracting costs
- Insurances
- Costs for official publications and for ensuring compliance
- Subscriptions, licenses
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2. Banking
It is obligatory to open a bank account for the association. Although Belgian legislation does not explicitly require the bank account to be in Belgium, for practical purposes this would be recommended. The bank will request the following information:
- Information on the legal entity (name, address, type of legal entity, etc.);
- Information on each mandatory (full name, birth date, occupation, address, phone number, email address) and definition of their rights (access, payments, limits, etc.);
- a copy of each mandatory’s ID and, if no Belgian ID, also proof of address, such as utility bill, driver’s license, tax declaration, etc. need to be provided.
The bank documents need to be signed by each mandatory, and they are likely to need to identify themselves in person at a Belgian branch of the chosen bank.
3. Fiscality
In Belgium, non-profit associations are normally not subject to corporate income tax, but rather to the legal entities tax, which taxes income from real estate (e.g. rental income), and certain types of movable income (e.g. investments) that the association might own. In very specific circumstances, they may be subject to some specific income tax.
© Andrey Popov
4. Liability
The association is responsible for the faults of its directors and bodies. Nevertheless, the association, via its general assembly, has the power to engage the legal responsibility of its directors for their mistakes and damages to the association.
The directors and the officers, may be held legally liable in case they do not exercise their mandates in a professional manner. In cases of gross mismanagement, they may be held accountable towards the association for faults in the exercise of their assignment (contractual fault), and towards third parties for extra-contractual faults.
Disclaimer
The content provided in these answers is for general information only and it may not apply in a specific situation or to a specific transaction. Specific advice should always be sought before taking any action based on the information contained in this document. This information is not intended to create, nor does receipt of it constitute, an advisor (tax, legal or other advisor)-client relationship. Although visit.brussels and its Contributors have made every effort to ensure the accuracy of this document, neither visit.brussels nor the Contributors accept any responsibility for any errors or omissions contained herein or from consequences that may derive from errors, omissions, opinions or advice given in these answers. Although the information is accurate as at the date it was written, be advised that the topics covered in this document are ever-evolving and the information contained herein may not reflect current legal, tax, political or other development, case law or regulations.
Produced by Dentons Global Advisors, on behalf of visit.brussels.
Last update : 08/09/2020
1. Working Solutions
© Aleksandar Nakic
Teleworking
Belgian legislation makes a difference between teleworking on a structural basis or occasional remote working.
- Structural teleworking means that the employee works from home or any other location than the office on a constant, regular and permanent basis (working remotely as of at least 1 day per week).
- Occasional remote working is not on a structural, permanent basis, but only exceptionally due to for example personal reasons or force majeure.
- Hybrid situations: e.g. starting the day working from home and drive to the office once the morning rush hour is over, or meet up in the office only for brainstorm sessions or meetings with colleagues and clients, and then work the rest of the day from home.
- Working from abroad.
Is the employer obliged to provide a compensation for teleworking to the employee?
Based on the distinction between structural and occasional teleworking, the provisions differ.
In case of structural teleworking, the employer must pay a compensation to cover the employee for the costs incurred during the structural teleworking. Within this framework, the employer is obliged to bear the installation costs for IT programmes, operating costs, depreciation and maintenance costs, etc.
When the employee works remotely only occasionally, the employer can agree to bear any costs caused by the occasional telework, but it is, in this case, not mandatory.
Depending on the type of costs the employer wishes to cover, a net allowance could be foreseen under certain conditions.
2. Employment status
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What status do branch office employees have towards Belgian authorities?
Assuming that Belgian tax residents, working 100% in Belgium, are concerned, the employees can be employed in Belgium through the Belgian branch of the foreign entity. Belgian labour law will be applicable together with Belgian social security and Belgian withholding tax.
In practice, this means that a Belgian payroll will be required, as well as all affiliations imposed by Belgian law and collective agreements on employers. Social documents will also need to be kept available through a social mandatary. The employees have the same rights in Belgium as normal Belgian employees.
Disclaimer
The content provided in these answers is for general information only and it may not apply in a specific situation or to a specific transaction. Specific advice should always be sought before taking any action based on the information contained in this document. This information is not intended to create, nor does receipt of it constitute, an advisor (tax, legal or other advisor)-client relationship. Although visit.brussels and its Contributors have made every effort to ensure the accuracy of this document, neither visit.brussels nor the Contributors accept any responsibility for any errors or omissions contained herein or from consequences that may derive from errors, omissions, opinions or advice given in these answers. Although the information is accurate as at the date it was written, be advised that the topics covered in this document are ever-evolving and the information contained herein may not reflect current legal, tax, political or other development, case law or regulations.
Produced by Dentons Global Advisors, on behalf of visit.brussels.
Last update : 08/09/2020
Want further information?
Follow the Expatica checklist to start a business in Belgium.
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