Setting up a company

Corporate Secretarial Services in Belgium

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We prepare, file and track what Belgian law asks of your board and general meeting, with the notary, deadline and state fee of each change.

  • No statutory company secretary in Belgian law
  • Filing within 30 days of the final deed (Art. 2:8 section 1)
  • State fee for an amending deed: EUR 171.70 excl. VAT, from 1 March 2026
Signed corporate documents and a binder on an office desk in Brussels
The paperwork of a Belgian company follows a calendar, and every change has its own filing.

Running a Belgian company's calendar

Belgian law has no statutory company secretary: the Companies and Associations Code creates no such office. The work still exists and sits with your administrative body and your general meeting. Whether you came through company formation Belgium or bought an existing company, we run that calendar and its filings.

This suits the owner abroad of a Belgian company, a foreign group that chose to set up a subsidiary in Belgium, and the buyer of an existing company whose records must be read before anything is filed.

What is included

Five deliverables, and one card that says where the service stops.

Corporate changes, prepared and filed

Director, seat, name, object, shares, merger, change of legal form: decision papers, deed content for the notary, filing and publication follow-up (Arts. 2:5 section 4 and 2:8 section 1 CSA). Share rules: the Belgian SRL.

The yearly calendar

Notice or a unanimous written decision, minutes, the discharge vote, the NBB filing once your accountant has drawn up the accounts, and the annual UBO confirmation (Arts. 3:1, 5:83, 5:85, 5:96 to 5:98, 3:10).

Registers kept at the seat

The share register, with the entries of Art. 5:25 and the dated declarations of transfer of Art. 5:61 (Art. 5:24 CSA).

KBO/BCE and UBO updates after each change

We track three separate clocks per event: the registry within 30 days of the final deed, the KBO/BCE within one month, the UBO register within 30 days.

Takeover housekeeping

We read the articles, the share register and the published record of an existing company and reconcile them before any change is filed.

Where the service stops

Not the notary. No board seat: a Belgian resident director is a separate service with its own liability. No accounts for third parties and no tax advice. Closing a company is company dissolution Belgium.

How a corporate change is handled

Durations appear only where an authority publishes one. Where none exists, the step says so.

  1. Check the articles

    Is the person or address named in them, is there a lock-up (Art. 5:63), what does the representation clause say? Actor: us. No official time.

  2. Decide

    The general meeting (15 days' notice, Art. 5:83), a unanimous written decision (Art. 5:85, never to amend the articles) or the board, as the table below says. Actor: shareholders or board.

  3. Pass the deed where one is needed

    Every amendment of the articles needs an authentic deed (Art. 2:5 section 4). No official duration exists; scheduling is the notary's.

  4. File

    Extract, and coordinated articles for amendments, at the enterprise court registry within 30 days of the final deed, not of the decision (Art. 2:8 section 1). State fee EUR 171.70 excl. VAT, per the *Moniteur belge* tariff.

  5. Publication

    The Moniteur belge publishes within ten days of filing (Art. 2:13). A change binds third parties from filing or publication, with the sixteenth-day rule of Art. 2:18. No service level is published beyond that.

  6. Update the KBO/BCE

    within one month through a business counter.

  7. Update the UBO register

    within 30 days if ownership or control moved, on the FPS Finance page.

  8. Update every document and the website

    with the new particulars (Art. 2:20), tell the bank and re-paper the mandates. Actor: the company.

  1. Check the articlesUsNo official time
  2. DecideShareholders or board15 days' notice (Art. 5:83)
  3. Pass the deed if neededThe notaryNo official duration
  4. FileEnterprise court registry30 days of the final deed (Art. 2:8)State fee EUR 171.70 excl. VAT
  5. PublicationMoniteur belgeTen days of filing (Art. 2:13)
  6. Update the KBO/BCEA business counterWithin one month
  7. Update the UBO registerThe companyWithin 30 days of a change
  8. Update documents and websiteThe companyArt. 2:20
Only the notice, the filings and the registers have a statutory clock; the notary's scheduling has none.

Not sure which of your changes needs a notary?

Send us the change and the current articles, and we tell you which row of the table applies.

Which changes need a notary

Ten common changes, row by row. A seat move is a filing; a registered address in Belgium is a separate service.

ChangeNotarial deed?Filed and published?DeadlineState cost
Appoint, replace or remove a director not named in the articles, including a corporate director with its permanent representativeNo: general-meeting decisionYes, extract30 days from the final deed; KBO one month; UBO 30 days if control movesEUR 171.70
Remove a director named in the articlesYes: amends the articlesYesSameEUR 171.70 plus the notary's fee, quoted by the notary
Director resignsNo: notification to the boardYes; the director may do what is needed to make it enforceable (Art. 5:70 section 4)SameEUR 171.70
Move the seat within the same Region, articles name only the Region, language unchangedNo: board decisionYes30 days; KBO one monthEUR 171.70
Move the seat where the address is in the articles, to another Region, or with a change of language (general meeting only)YesYesSameEUR 171.70 plus the notary's fee
Municipal renumbering or renaming of the streetNoYes, on paper, with the municipal attestationFormalities may wait for the next amendment of the articlesEUR 0 (free publication)
Change name, object, financial year or representation clauseYes (object: board report and four fifths in a BV/SRL)Yes30 days; update every document and the website (Art. 2:20)EUR 171.70 plus the notary's fee
Issue new shares in a BV/SRLYesYes30 daysEUR 171.70 plus the notary's fee
Transfer shares in a BV/SRLNo: private deed plus a dated declaration in the share registerNoRegister entry at signing; UBO 30 daysEUR 0 at the registry
Merger, demerger or change of legal formYes: notarial minutesYesMerger proposal at least six weeks before the deciding meeting; deeds within ten days of filing the last decision; a transformation needs a statement of assets and liabilities not more than three months oldEUR 171.70 per filing plus the notary's fee

Basis: Arts. 2:4, 2:5, 2:8, 2:18, 5:61, 5:63, 5:70, 12:24 and 12:33 CSA; Moniteur belge tariff for filings from 1 March 2026.

The yearly calendar

The recurring half of the service, in the order the Code sets it.

  1. Close the financial year

    The date is in the articles. Actor: the company.

  2. Draw up the accounts

    within six months of year end (Art. 3:1). The board does this with the company's own accountant; we do not sell this step.

  3. Convene

    at least 15 days ahead, with the accounts available 15 days ahead (Arts. 5:83, 5:97), or use a unanimous written decision (Art. 5:85). Drafted by us.

  4. Hold the meeting,

    approve the accounts and vote discharge separately (Arts. 5:96, 5:98). Discharge is valid only if the accounts contain no omission or false indication.

  5. File at the NBB

    within 30 days of approval and at the latest seven months after year end (Art. 3:10), as the NBB deadline page states. Paper filing has not been allowed since 1 January 2020.

  6. Confirm the UBO register

    every year, even without a change. A legal representative able to log in, or a mandated agent, does it.

  7. Keep the share register current

    at the seat (Art. 5:24) and settle the annual company contribution (2025 amounts, see the table below).

    Consequence of a missed filing, as the Code states it: a surcharge from the ninth month, a rebuttable presumption of damage to third parties (Art. 3:10 al. 3), and since 1 September 2026 a fine of up to EUR 80,000 for the directors (Art. 3:43).

Accounts approved within six months of year end (Art. 3:1); meeting convened at least 15 days ahead.

NBB filing within 30 days of approval and at the latest at month 7 (Art. 3:10).

Surcharge starts, 2026: EUR 151, 227, 453 (abridged or micro model); EUR 504, 755, 1,510 (others).

UBO register confirmed, even without a change.

The accounts are approved within six months, filed within seven, and the surcharge starts in month nine.

Documents and state costs

What we ask you for, then what the state charges.

A signed resolution and a corporate records binder on a desk
Registers, signed decisions and the notary's stamp are the physical side of the work.
  • A valid passport or identity document of each new director, shareholder or beneficial owner.
  • A power of attorney where you will not attend the deed, in a form the Belgian notary accepts (Arts. 5:11, 5:12).
  • For a corporate director or shareholder: a recent register extract and proof of who may sign.
  • Proof of the new address for a seat move.
  • The existing share register.
  • The current articles.
  • The latest published record: the Moniteur belge extract and the KBO/BCE entry.
  • For the UBO register: identity and proof of address of a beneficial owner without a Belgian number.

State charges and deadlines

A UBO document needs translation only if it is not in an official Belgian language or English, and FPS Finance does not require a sworn translator for it. Our own fee is on request.

ItemAmount or deadlineApplies from or yearSource
Moniteur belge, amending deed (all changes, appointments, resignations)EUR 171.70 excl. VAT; EUR 36.06 VAT; EUR 207.76 incl.Filings from 1 March 2026*Moniteur belge* tariff
Moniteur belge, street renumbered by a public authorityEUR 0, paper onlyFilings from 1 March 2026Moniteur belge tariff
NBB filing, full modelEUR 379.50 XBRL / EUR 449.70 PDF2026NBB tariffs
NBB filing, abridged modelEUR 89.40 / EUR 159.502026NBB tariffs
NBB filing, micro modelEUR 67.00 / EUR 137.302026NBB tariffs
NBB corrective filingEUR 86.00 (full, abridged) / EUR 54.70 (micro)2026NBB tariffs
Late-filing surcharge, abridged or micro modelEUR 151 (from the first day of the 9th month), EUR 227 (10th to 12th month), EUR 453 (13th month on)2026, indexedNBB surcharge page
Late-filing surcharge, all other companiesEUR 504 / EUR 755 / EUR 1,510, same months2026, indexedNBB surcharge page
Annual company contributionEUR 399.73 or EUR 998.472025 amounts; 2026 not yet publishedRSVZ/INASTI
Notary's fee for an amending deedNot published: quoted by the notaryNot applicableNotary
KBO/BCE update at a business counterNo fee publishedNot applicableFPS Economy

State figures only, each with its year; the surcharge is split by the company's accounts model, not by its size.

Problems we solve

Missed the seven-month accounts deadline

The surcharge, the presumption of damage and the directors' fine are in the calendar above. In 2024, 38.97 percent of filings were late (NBB statistics, checked on 30 September 2026).

A dormant BVBA never aligned its articles

There is no conversion procedure. The name read as BV by operation of law on 1 January 2020 and the articles were due by 1 January 2024 (Law of 23 March 2019, Arts. 39 and 42). The sanction is the directors' personal, joint liability for damage.

Three clocks for one event

The registry runs 30 days from the final deed, the KBO/BCE one month, the UBO register 30 days. Add the sixteenth-day rule of Art. 2:18. We put all three dates on one calendar after each change.

Does a director change touch the UBO register?

It depends on control, and the UBO categories include the right to appoint or dismiss senior management. The safe rule is to check the register after every change.

The records of a company you took over do not match

Articles, share register and published record are read side by side and reconciled before any filing, so that the first change does not rest on a wrong starting point.

Taking over a Belgian company with records that do not match?

Send us the articles, the share register and the latest published record, and we list the gaps before anything is filed.

Why work with us

Lotte Vermeulen leads company formation and company law work in Brussels.

From our practice: we read the articles first, then pick the decision route, then follow the filing through the court registry, the Moniteur belge and the KBO/BCE before the UBO update.

Ready-made companies

Company in Belgium: Ready-Made Companies in Belgium: Belgian companies available now, with their records.

Frequently Asked Questions

What happens if we file our annual accounts late in Belgium?

A surcharge from the first day of the ninth month, EUR 151 to 1,510 in 2026 by accounts model and month (Art. 3:13 CSA), and a rebuttable presumption of damage to third parties (Art. 3:10). Since 1 September 2026 the directors face a fine of up to EUR 80,000 (Art. 3:43).

Do I need a notary to change a director of a Belgian company?

Not where the director is not named in the articles: a general-meeting decision and a filing within 30 days of the final deed are enough (Arts. 5:70, 2:8). Where the articles name the director, a notarial deed is needed (Art. 2:5). The state cost is EUR 171.70 excluding VAT.

How do I remove myself as a director of a Belgian company?

Resign by simple notification to the board. The director may do what is needed to make the end of the mandate enforceable against third parties (Art. 5:70 section 4, Art. 2:18). The filing then runs within 30 days of the final deed, and the KBO/BCE update within one month.

Does changing the registered office need a notary?

Only where the address is written in the articles, the seat moves to another Region or the language of the articles changes (Art. 2:4). Otherwise it is a board decision followed by a filing. A municipal renumbering of the street is published free, on paper, with the municipal attestation.

How much does the state charge to change a director, the name or the address?

EUR 171.70 excluding VAT (EUR 207.76 including VAT) per amending deed, for filings from 1 March 2026. Where a deed is needed, the notary's fee is quoted by the notary and is not published. Our own fee is on request. A name or object change also needs a deed.

Do I need a notary to transfer shares in a BV/SRL?

No deed and no publication is required (Art. 5:61): a private deed plus a dated declaration in the share register is enough. Check the default approval lock-up in the articles (Art. 5:63) and the UBO register, which has its own 30-day clock. Registration duty is not covered here.

How do I convert my BVBA into a BV?

There is no procedure. The designation reads as BV by operation of law since 1 January 2020, and the articles were due to be aligned by 1 January 2024 (Arts. 39 and 42 of the Law of 23 March 2019). Non-alignment exposes the directors to personal, joint liability for damage, not to dissolution.

What does a Belgian company have to do every year?

Approve the accounts within six months of year end (Art. 3:1), file them at the NBB within 30 days of approval and at the latest seven months after year end (Art. 3:10), confirm the UBO register and keep the share register (Art. 5:24). The accounts themselves are your own accountant's work.

Is the Belgian share register public?

Art. 5:24 CSA lets holders of securities read the whole register of their category. The text does not make the register public. The UBO register is different: since the Royal Decree of 8 February 2023 the public can consult it only with a legitimate interest, beside the authorities and obliged entities.

Can a company in liquidation change its name or its seat?

Not its name: a company in liquidation may not change it. The seat can move only with court homologation (Arts. 2:77 and 2:78 CSA). Anything beyond those two points belongs to the liquidation procedure itself, which this page does not cover; see the dissolution service for the closing steps.

What is the procedure for a merger in Belgium?

The merger proposal is filed and published at least six weeks before the deciding meeting (Art. 12:24 CSA). The minutes are notarial, and the deeds are filed and published within ten days of filing the act that records the last decision (Art. 12:33). This page covers Book 12 mergers, not insolvency restructuring.

What is corporate secretarial in Belgium, given there is no company secretary in the Code?

The Code creates no such office. The tasks sit with the administrative body and the general meeting: decisions, minutes, registers, the yearly accounts cycle and the filings after a change. The service is running that calendar for you and tracking its deadlines, without holding any statutory position in your company.

What is an LLC in Belgium?

Belgium has no LLC. The nearest form is the BV/SRL, the private limited company, which has no minimum capital but needs sufficient initial own funds and a financial plan (Arts. 5:3 and 5:4 CSA). The right form for a project is a decision for you and your advisers.

What is the corporate tax rate in Belgium?

The standard rate is 25 percent, and 20 percent applies on the first EUR 100,000 of profit for qualifying small companies (Art. 215 CIR 92). A company at least half held by other companies may be excluded from the 20 percent band (Art. 215 section 3), so the conditions must be checked.

Need someone to keep the calendar?

Tell us the company, its year end and your next planned change, and we send back the filing calendar.