Stock Corporation

General Information

The SA/NV is the corporate form adopted by many of Belgium's largest corporations. The principal advantage of an SA/NV is that shares may be transferred with relative ease and can be listed on a stock exchange. However, to protect the larger number of shareholders thus attracted regulations are particularly strict.

Incorporation

Formation by at least two shareholders - individual or legal; nationality irrelevant.
Incorporation requires notarial deed of incorporation followed by entry into companies register. An extract of the act is then published in the Belgian State Gazette. The company comes into legal existence upon filing of the deed of incorporation with the clerk's office of the commercial court.

Duration of incorporation approximately 1 - 3 weeks.

Incorporation costs of at least € 1,860 (at minimum share capital, including notary fees, publication costs and 0.5 % registration tax on capital).

Capitalisation and Financing

The statutory minimum share capital, which must be subscribed in full, amounts to € 61,500. Each share must be paid up to at least 25 % upon the issuance of the shares. Contributions in kind must be fully paid up within five years of the incorporation.

Board Structure

A SA/NV is managed and represented in and out of court by a board of directors of at least three. Unless specified in the articles, all members of the board must act jointly in both managing the corporation and representing the corporation vis-à-vis third parties. The managing directors cannot be instructed by shareholders' meeting.

Shareholders' decisions are made by way of shareholders' resolutions at the annual or extraordinary shareholders' meeting.

A supervisory board is not required.

Annual Costs

Approximately € 400 (due to compulsory filing and publication).

Corporate Taxation and Financial Reporting

Companies, having their central management or registered address in Belgium, are liable to pay taxes on their worldwide income that is reported in annual financial statements and includes distributed and non-distributed profits as well as non deductible items. The general corporate tax rate is 33 %.
Annual accounts must be approved by the shareholders' meeting within six months of the end of the business year and filed with the National Bank of Belgium 30 days thereafter. Accounting must generally be done according to Belgian GAAP.

Employee Participation in Corporate Bodies

Belgian commercial law does not provide for employee participation in corporate bodies.