Company formation in Belgium
Set Up an NV (SA) Company in Belgium
One Belgian public limited company: notary, court registry, Moniteur belge and KBO/BCE handled as one file.
- EUR 61,500 minimum capital (Art. 7:2)
- One founder is enough
- Cash goes to a blocked account before the deed (Art. 7:12)
- Proxy route if you will not travel (Art. 7:13)
The Belgian NV (SA) in brief
NV is the Dutch name and SA the French name of one Belgian form, the public limited company. Belgium has no form called an LLC: the nearest match for an English reader is the SRL (BV). One founder is enough, and the capital may not be below EUR 61,500 (Art. 7:2 of the Companies and Associations Code).
We form NVs for founders and foreign companies, from the name check to the KBO/BCE inscription. Book 7 of the Code also holds the provisions for listed companies, which this page does not cover. To compare the Belgian forms, read our limited liability company service.
What we handle
Seven pieces of the formation file, from the name check to the steps after the deed.
Form, Region and seat
We set the NV against the BV/SRL as a list of criteria, settle the Region and the seat, and check the name in the public KBO/BCE search. Planning a holding structure? See a Belgian holding company.
The financial plan
We coordinate the financial plan the notary needs, which justifies the capital over at least two years (Art. 7:3). The figures are yours, normally prepared with your accountant. See the financial plan.
The bank file
We prepare the bank file for the special account that receives the cash before the deed (Art. 7:12). The bank opens the account, not us, and we promise no opening date.
Notary and proxy
We liaise with the notary who executes the deed. A founder who will not travel can sign through a proxy, authentic or private (Art. 7:13).
Filing, publication, registration
The notary files the deed with the enterprise court registry and the Moniteur belge publishes it. We coordinate the KBO/BCE inscription through an accredited business counter.
The steps after the deed
We coordinate VAT activation, the UBO register filing, the share register and the Art. 2:20 mentions, and remind you of the first-year accounts and auditor duties. Read articles of association Belgium first.
Where our role stops
We are not the notary, we open no bank account, and we give no accountancy or tax advice. The NV carries no anonymity. For an existing company, see the ready-made companies page.
How an NV is formed, step by step
Statutory limits are marked as such. Every other duration is a practice estimate or has no published time.
Statutory or official limitPractice estimateNo published time
- Confirm form and RegionYou, with usSame day
- Sign the financial planYou, with your accountantSeveral days to two weeks
- Open the special accountYou and the bankNo published time
- Certificate to the notaryThe bankNo published time
- Execute the notarial deedThe notarySame day once the certificate is in
- File the deedThe notaryWithin 30 days of the final deed (Art. 2:8 par. 1); platform route 10 working days, 5 for natural-person founders on the model (Art. 2:22/1)
- Publish and inscribeMoniteur belge and an accredited business counterNo published time
- After registrationYou, or us with the authoritiesUBO filing within 30 days of incorporation
Confirm form and Region
You, with us. Practice estimate: same day. Check the intended name in the public KBO/BCE search.
Sign the financial plan
You, with your accountant; we coordinate. Practice estimate: several days to two weeks. It justifies EUR 61,500 against at least two years of activity (Art. 7:3).
Open the special account
You and the bank. No legal deadline and no published service level, the widest variance in the process. Cash goes in before the deed, at an EEA credit institution (Art. 7:12).
Certificate to the notary
The bank. No statutory time. For a contribution in kind, the founders' special report and an auditor's review come first (Arts. 7:6, 7:7).
Execute the notarial deed
The notary, with the founders or their proxy-holders (Arts. 7:13, 7:14). Practice estimate: same day once the certificate is in.
File the deed
The notary files within 30 days of the final deed (Art. 2:8 par. 1). Platform route: 10 working days, or 5 for natural-person founders on the model (Art. 2:22/1).
Publish and inscribe
The Moniteur belge publishes the deed (Art. 2:14), and an accredited business counter inscribes the company in the KBO/BCE. No time is published for either.
After registration
You, or us with the authorities. Activate VAT before trading, file the UBO within 30 days of incorporation, open the share register (Arts. 7:28, 7:29), add the Art. 2:20 mentions.
Ready to put your NV file together?
Tell us who the founders are, what the company will do and where its seat will be.
Documents you will need
- Passport or national ID of every founder, director and beneficial owner.
- For a corporate founder: constitutive documents, a certificate of existence and proof of who may sign.
- The intended company name and two alternatives.
- A Belgian registered office address, such as a virtual office in Belgium.
- The signed financial plan.
- The bank's onboarding pack: source of funds, ownership chart to the beneficial owners, business description.
- Evidence of title and value for any contribution in kind.
- A proxy, authentic or private, for a founder who will not attend.
What the state charges and what the capital rule requires
Every line is a statute or a state tariff with its year, from the Code, the Moniteur belge tariff page, the FPS Economy and the National Bank (filing tariff, surcharge). Our own fee is quoted on request.
| Item | Amount or rule | Basis and year |
|---|---|---|
| Minimum capital | EUR 61,500, subscribed in full, paid up to the minimum plus one quarter of each share above it | Arts. 7:2, 7:4, 7:11 CSA |
| Cash before the deed | Special account at an EEA credit institution | Art. 7:12 CSA |
| Moniteur belge, incorporation, electronic filing | EUR 236.50 excl. VAT | Filings from 1 March 2026 |
| Moniteur belge, incorporation, paper filing | EUR 292.90 excl. VAT | Same tariff page |
| KBO/BCE inscription | EUR 111.50 per establishment unit | 2026, an inscription fee, not a fee for a change |
| Notary | Quoted by the notary | No fixed NV tariff traced |
| Excluded from any notarial amount | Writing duty, search costs, registration duties, VAT | Not quantified here |
| NBB filing of annual accounts | Full EUR 379.50 XBRL, EUR 449.70 PDF; abridged EUR 89.40, EUR 159.50; micro EUR 67.00, EUR 137.30 | 2026 |
| Late-filing surcharge | Small: EUR 151, EUR 227, EUR 453; others: EUR 504, EUR 755, EUR 1,510, by month of delay | 2026 indexed, checked on 30 September 2026 |
| Annual company contribution | EUR 399.73 or EUR 998.47 | 2025 amounts, social insurance fund |
State and tariff lines only; our own fee is on request. Moniteur belge tariff for filings from 1 March 2026, KBO/BCE fee for 2026, surcharge checked on 30 September 2026.
The NV against the BV/SRL
The table lists what the Code provides. It does not say which form suits you.
| Point | NV / SA | BV / SRL |
|---|---|---|
| Names | Naamloze vennootschap / société anonyme, public limited company | Besloten vennootschap / société à responsabilité limitée, private limited company |
| Minimum capital | EUR 61,500 (Art. 7:2) | None; sufficient initial own funds (Arts. 5:3, 5:4) |
| Financial plan | To the notary, justifies the capital over at least two years (Art. 7:3) | Required (Art. 5:4) |
| Cash before the deed | Special account at an EEA credit institution (Art. 7:12) | Special account (Art. 5:9) |
| Share transfer | Free by default (Art. 7:45); registered or dematerialised shares only (Art. 7:22) | No deed, private deed plus register entry (Arts. 5:61, 5:24); default approval lock-up (Art. 5:63) |
| Administration | Board of three, or two below three shareholders outside listed companies (Art. 7:85); sole director (Art. 7:101); two boards (Art. 7:104) | See the SRL page |
Source: Companies and Associations Code, consolidated to 2 April 2026. Article numbers beside each cell.
Problems we solve
Five points where an NV file goes wrong, and what the statute says about each.
The bank before the notary
Cash goes into a special account before the deed (Art. 7:12). We prepare the file, the bank opens the account, and no time is promised. An e-money account cannot take it. See a Belgian business account.
EUR 61,500 is also a floor
Below half the capital the board must convene the general meeting within two months (Art. 7:228). Below EUR 61,500 a court can be asked to dissolve the company (Art. 7:229). We show you both against your figures before you subscribe.
Three directors is not the only model
Two directors suffice below three shareholders (Art. 7:85); a sole director or two boards are also possible (Arts. 7:101, 7:104). Belgian law sets no residence rule; a Belgian resident director is optional.
Year two
Since 1 September 2026 the fine for a director who breaches the filing duty can reach EUR 80,000 (Art. 3:43 par. 1, 1). Late filing costs EUR 151 to EUR 1,510 for 2026. We keep your National Bank filing calendar.
The 20 percent band is conditional
The 20 percent rate on the first EUR 100,000 needs the conditions of Art. 215 par. 3 CIR 92. A company held at least half by other companies is excluded, so a foreign-owned NV should not assume it.
Want the notary file checked before you open the bank account?
Send us the draft plan, the founders' documents and the bank pack, and we go through them with you.
Why work with us
Lotte Vermeulen leads company formation and company law, and follows each filing through the court registry, the Moniteur belge and the KBO/BCE.
From our practice: we settle form, seat and the bank route first, then the plan, and give the notary one complete file.
Related services
- Company formsThe Belgian forms of limited liability company side by side.
- The private limited companyForming a BV/SRL, the form with no minimum capital.
- An existing companyBuying an existing company instead of forming one.
Frequently Asked Questions
How much capital does a Belgian NV need, and must it be in a bank before the deed?
The minimum capital is EUR 61,500 (Art. 7:2 CSA), subscribed in full (Art. 7:4) and paid up to that minimum, plus one quarter of each share above it (Art. 7:11). Cash goes first to a special account in the company's name at an EEA credit institution, and the bank's certificate goes to the notary (Art. 7:12).
Which bank can hold the blocked account?
Art. 7:12 CSA requires a credit institution established in the EEA and names no bank. An e-money institution account does not qualify, because it is not a credit institution. The bank opens the account, no service level or opening time is published, and we promise neither an account nor a date.
What does the Belgian state charge to incorporate an NV, and what does it not cover?
The Moniteur belge charges EUR 236.50 excl. VAT for an electronic incorporation filing (EUR 292.90 on paper), from 1 March 2026, and the KBO/BCE inscription is EUR 111.50 per establishment unit in 2026. The notary quotes its own fee for an NV. Writing duty, search costs and registration duties are not quantified. Our own fee is on request.
How many directors does an NV need, and can one person run it?
A collegiate board has at least three directors; outside listed companies two suffice while there are fewer than three shareholders (Art. 7:85, in force from 8 April 2024). The articles may instead provide for a sole director (Art. 7:101) or for a supervisory board plus a management board (Art. 7:104). Belgian law sets no residence requirement for a director.
Can a non-resident set up an NV without travelling to Belgium?
The deed can be signed through a proxy, authentic or private (Art. 7:13). Two limits remain: the five-working-day platform route is not available where any founder is a legal person (Art. 2:22/1), and the bank step needs a credit institution and its certificate (Art. 7:12). Director residence is not a condition (Art. 2:147).
What happens if net assets fall below EUR 61,500?
Any interested party or the public prosecutor may ask the court to dissolve the company, and the court may grant a binding period to regularise (Art. 7:229). Earlier, if net assets fall below half of the capital the board must convene the general meeting within two months with a special report; the same applies below one quarter (Art. 7:228).
Does a Belgian NV need a statutory auditor?
The audit is entrusted to one or more auditors (Art. 3:73), but the chapter does not apply to a small company of Art. 1:24 that is not listed (Art. 3:72). For financial years from 1 January 2024, small means no more than one of 50 FTE, EUR 11,250,000 turnover excl. VAT and EUR 6,000,000 balance-sheet total is exceeded, counted after two consecutive years.
Are NV shares freely transferable, and are there bearer shares?
By default shares are freely transferable (Art. 7:45), against the BV/SRL default lock-up of Art. 5:63, and the articles can add clauses. Shares are registered or dematerialised only, with no bearer shares (Art. 7:22), and they stay registered until fully paid up (Art. 7:47). The share register is kept at the seat (Arts. 7:28, 7:29).
What happens in year two if the annual accounts are late?
Accounts go to the National Bank under Art. 3:10. Since 1 September 2026 the fine for a director who breaches that filing duty can reach EUR 80,000 (Art. 3:43 par. 1, 1, a level 1 penalty), and the company is civilly liable. The 2026 late-filing surcharge runs from EUR 151 to EUR 1,510, depending on company size and month of delay.
What corporate income tax does a Belgian NV pay?
The rate is 25 percent. A 20 percent rate on the first EUR 100,000 exists for small companies, but only where the conditions of Art. 215 paragraph 3 CIR 92 are met, and a company held at least half by other companies does not get the band. A foreign-owned NV should therefore not assume it.
Does a non-EU founder need a professional card to own or direct an NV?
A professional card concerns a non-EU founder who will work in Belgium as self-employed; owning shares or attending board meetings is a different question. The business-visit exemption is worded differently by each source: 90 days per year (Brussels), 90 days in any 180 (Flanders), three consecutive months (Royal Decree of 3 February 2003).
What is the difference between a BV and an NV in Belgium?
A BV/SRL has no minimum capital but needs sufficient initial own funds and a financial plan (Arts. 5:3, 5:4); an NV needs EUR 61,500 (Art. 7:2) and a financial plan (Art. 7:3). BV shares carry a default approval lock-up (Art. 5:63), where NV shares are freely transferable (Art. 7:45). Which form fits a project is the founder's decision.
What does NV mean after a company name, and is an SA the same thing?
NV is Naamloze Vennootschap, the Dutch name, and SA is société anonyme, the French name, of one legal form. In English it is a public limited company. Both are governed by Book 7 of the Companies and Associations Code of 23 March 2019, and a company carries the name that matches the language of its deed and seat.
What is an LLC in Belgium?
Belgium has no form called an LLC. An English reader looking for the nearest match should start from the BV/SRL, the private limited company; the NV is the public limited company. The match is approximate, because the two forms differ on minimum capital, paying up and share transfer, as the comparison table above sets out.
How do I check that a Belgian NV is genuinely registered?
An enterprise is inscribed in the KBO/BCE through an accredited business counter, and the public KBO/BCE search is where a name and a registration can be checked. The same search is used to check an intended company name before incorporation, so a founder can run it before a notary is instructed.
Start your NV formation file
Send us the founders, the activity and the seat, and we start the NV formation file.