1. Set up a new association in Brussels

        

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© 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.

  • Do I have a clearly stated mission? 

  • Do I have a funding and membership strategy? 

  • Do I have a leadership team? 

  • Have I already found a location in Brussels? 

  • Have I chosen the right legal form for my organisation?

  • How can I build my non-profit organisation's professional network in Brussels? 

  

    

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© iStock

    

Essential steps

  • Define the organisation’s mission (purpose, goals), scope of activities and funding model. Please note that an association cannot distribute profits to its members.

  • 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.

  • 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

  • Hold a Constitutive General Assembly with the founding members and draft the constitutive act, i.e. the deed of incorporation.

  • File and publish the deed of incorporation at the Brussels Enterprise Court and the Crossroads Bank for Enterprises.

  • 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.

  • 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.

  • 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.

Read More

     

2. Create a branch office in Brussels

  

© Jakub Mazur

  

Essential steps

  • Registration with the court’s clerk of the Brussels Enterprise Court.

  • 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.

  • 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.

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.

Read More

   

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