[email protected] +39.3453365854; IT05858810871; en. Section 3.3. The secretary shall attend to the giving of notice of all meetings of members and of the board of directors, except as herein otherwise provided, and shall keep and attest true records of all proceedings thereat. Almost any name can be used, provided that it is not the same as, or similar to, another corporate name and that the use of the corporate name does not cause any confusion with or infringe on another company's name or trademark. The annual meeting of members beginning in January, 1973, shall be held at such date in the month of January as shall be selected by the board of directors, for the election of directors and the transaction of such other business as may come before the meeting. The permanent representative should be a natural person (ie, employee, director or shareholder of the legal entity), and they will bear the same civil and criminal liability as the director or company which they represent. A detailed report on the transaction must be drawn up by the board of directors, which relates in particular to the issue price and the consequences of the transactionwith respect to the membership and financial rights of the shareholders. To open a branch office in Belgium, the following documents must be brought to a notary to be legalized and translated: Articles of incorporation and bylaws In principle, not required, unless for very specific sectors such as banking, insurance or gambling. The meeting must be held in the presence of a notary public the incorporation deed, which will be passed during this incorporation meeting and will not only incorporate the limited company, but will also contain the limited company's articles of association. Prior to the incorporation of the public limited company, the notary public passing the deed of incorporation must be provided with a financial plan (see below), prepared and signed by the incorporator(s). The company file is provided by the National Bank of Belgium company file in Dutch or French. Recommendations concerning the board of directors shall comply with the requirements of Section 3.2 of the by-laws. The board of directors may, by resolution or resolutions, passed by a two-thirds majority of the whole board, designate one or more committees, which to the extent provided in said resolution or resolutions or in the by-laws of this corporation, shall have and may exercise the powers of the board of directors in the management of the activities and affairs of this corporation and may have power to authorize the seal of this corporation to be affixed to all papers which may require it; and such committee or committees shall have such name or names as may be stated in the by-laws of this corporation or as may be determined from time to time by resolution adopted by the board of directors. If a legal entity is appointed as director, this legal entity must appoint a "permanent representative" in charge of performing the mandate of the director/legal entity on behalf and for the account of the director/legal entity. Place of Meeting. After the annual meeting of shareholders has been held, the annual accounts (printed on a prescribed form or in electronic version), the annual report of the board of directors/sole director to the shareholders and the auditor's report must be filed with the Belgian National Bank within 1 month after the approval of the annual accounts by the annual shareholders' meeting and in no event later than 7 months after the closing of the financial year. Officers. Shareholders have no authority to represent the closed limited liability company. If a legal entity is appointed as director, this legal entity must appoint a "permanent representative" in charge of performing the mandate of the director or legal entity on behalf and for the account of the director or legal entity. Nominating Committee. If a company has it registered office in Belgium it is presumed to be a tax resident of Belgium. n Changes in partners or in the capital structure. In order to certify that the certificate is valid, signatures are needed. Used by US companies for tax reasons as it qualifies for check-the-box election in the US. The taxable income is determined on the basis of the approved Belgian GAAP annual accounts, subject to certain adjustments in accordance with the Belgian Income Tax Code, A participation exemption regime exists for received dividends under which, subject to certain conditions, 100 percent of the received dividends are deductible. Finally, the Belgian branch office must be registered with the Crossroads Bank for Enterprises and the VAT administration. The incorporation deed may also be signed electronically in a video conference with the notary public. Filling of Vacancies Not Caused by Removal. In practice, Belgian branch offices use the name of the foreign company and add "Belgian branch office.". WebThe Ministry issues a copy or a certified copy Certificate of Incorporation certifying that a company is incorporated under the Companies Act and: Company Name Date of Incorporation Company Number Companies Act WebAbout this service. It is, however, possible to include certain deviating representation rules in the limited company's articles of association. n Obtaining a certificate of legal existence. Annual meeting of the management body, the shareholders and subsequently the annual filing of the annual accounts with the Belgian National Bank. The sole director must be a public limited company with a collegial board when: The dualistic board structure must be provided for in the articles of association and consists of a board of supervision and an executive board. Section 3.6. It is a legal document that states the incorporation of the company. New user? In Belgium, there are no restrictions on how funds can be repatriated by a Belgian branch office to the foreign company. First meeting: Attendees of the extraordinary shareholders' meeting must represent at least half of the share capital (and, if applicable, half of the total amount of profit certificates), and 4/5 of the votes are needed. Term of Office. These archives are currently managed by the Civil Registry service of the City of Brussels. In case the public limited company is incorporated by means of a contribution in cash, the amount that must be fully paid in must be deposited on a blocked bank account with a bank in Belgium or a bank in the European Economic Area as meant in article 4, paragraph 1, point 1) Regulation (EU) no. (b) This corporation shall not engage in any act of self-dealing as defined in section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. From 04/04/2011 onwards, foreign civil status certificates are no longer deposited. The permanent representative should be a natural person (ie, employee, director or shareholder of the legal entity), and they will bear the same civil and criminal liability as the director or company which they represent. The board of directors may also elect one or more vice presidents, and such other officers and agents as from time to time may appear to be necessary or advisable in the conduct of the affairs of this corporation. Almost any name can be used, provided that it is not the same as, or similar to, another corporate name and that the use of the corporate name does not cause any confusion with or infringe on another company's name trademark. The death certificate will not be sent directly to you, but to the Registrar of the municipal authority (in principle the municipality of the deceased's most recent domicile in Belgium) that has made the request on your behalf. Allrights reserved. The chairman of the board and the president shall be chosen from among the directors. WebA successful certificate of incumbency is comprehensive of all representatives of a company who can enter into legal agreements on the business's behalf. In such case, decreased with the loss carried forward or increased with the profit carried forward without deducting the existing reserves and taking into consideration the reserves which are established due to legal provisions or provisions of the articles of association, if provided for in the articles of association. The foreign company (via its branch office) may also be subject to certain other possible taxes, such as registration taxes on the purchase of real estate or communal taxes. It shall be the duty of the nominating committee to make recommendations regarding: (1) members and directors who are to be elected at the annual meeting of members; (2) officers and members of elective committees who are to be elected at the organizational meeting of the board of directors next ensuing; and. Under the corporate nonresident income tax, specific categories of Belgian-sourced income are subject to tax. The articles of association can foresee that the shares are freely transferable. Section 3.7. In any event, the shareholders' meeting can always dismiss a member of the board of supervision without notice period or severance pay due to legal reasons. If applicable, the name of the external expert who assisted in drawing up the financial plan. Domestic law provides for reduced rates and exemptions in certain circumstances. Only the foreign authority can decide on this. Organization Meeting. In any election held in accordance with this Section 3.12 of the by-laws, the requirements of Section 3.2 of the by-laws shall be fulfilled. Unless the articles of association provide otherwise, the shareholders' meeting can, at the time of dismissal, decide to give a notice period or severance pay. A sworn translators signature also has to belegalised. Except as otherwise required by law, written notice of annual and special meetings of members shall, at least fifteen days before the day on which the meeting is to be held, be given to each member, by delivering such notice to him, personally, or by mailing such notice, postage prepaid, addressed to him at his post office address as registered with this corporation. He shall not pay any money except in the manner prescribed in the certificate of incorporation and the by-laws or as provided by resolution of the board of directors. After youve registered your company with Companies House, youll be sent a certificate of incorporation. Unless otherwise provided for in the articles of association, transferability is restricted as shares may be transferred to another shareholder or a direct ascendant or descendant of the shareholder. The articles of association can provide that a member of the board of supervision can only be dismissed with a notice period or a severance pay. 1 : a certificate issued by a state's secretary of state that shows acceptance of a corporation's articles of incorporation 2 : articles of incorporation Dictionary Entries Near certificate of incorporation certificate of deposit certificate of incorporation certificate of occupancy See More Nearby Entries Cite this Entry Style The incorporating shareholder(s) must be present or represented at the incorporation meeting which must be held in the presence of a notary public. The incorporation deed will be passed during this incorporation meeting and will not only incorporate the public limited company, but will also contain the public limited company's articles of association. The board of directors or the board of supervision of the public limited company must meet at least once a year to prepare the annual accounts and to convene the annual shareholders' meeting. 2.1. Third-party service providers can provide a Belgian branch office with such local office. This measure is temporary, as it is the intention to abolish this measure as soon as the global minimum tax rules (OECD Pillar Two) enter into force in Belgium. The amount will be released once the notarial deed has been signed. First meeting: Attendees of the extraordinary shareholders' meeting must represent at least half of the total issued shares, and 4/5 of the votes are needed. Minimum capital: EUR 61,500 fully paid up at the time of incorporation. Section 5.2. Waivers. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the members. WebPaper certified. No auditors need to be appointed. Section 3.9. Use-restricted funds. (e) This corporation shall not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. Section 5.1. The seal of this corporation shall be in such form as from time to time may be adopted by the board of directors. System Day Ltd | 11 Church Road | Great Bookham | Surrey | KT23 3PB | +44 1372 750800, Certificate of Good Standing Registry Certified, Official Belgium Company File from National Bank of Belgium, Company Registration Number / Ondernemingsnummer, Company Type/ Rechtsvorm Naamloze vennootschap, Besloten vennootschap met beperkte, Besloten vennootschap met beperkte aansprakelijkheidaansprakelijkheid, Company Dates where available including dates accounts filed, Management of the company where available Shareholders details are not mandatory so, are included where available at the registry, Company Extract from the Belgium Register of Legal Entities, Company Accounts including: Latest Annual accounts or consolidated annual accounts filed with the National Bank of Belgium. Section 2.4. As soon as the Belgium company search report or Belgium company documents are prepared by the registry we get a scanned copy emailed through. This formality should be complied with within a period of 3 months as of the incorporation of the public limited company. General. For the purpose of this Section, the word grant shall include any payment of any kind and for any purpose to any corporation, trust, university, foundation, or other institution or legal entity, unless this payment is to be made by this corporation (i) to any university on behalf or to the benefit of any student who has been granted a fellowship by this corporation, or (ii) within the scope of the day-to-day business of this corporation; or (iii) for any investment or reinvestment, dealing or expense of the income and principal of the corporation is such manner as in the judgment of its members or directors, will best promote its objects within the scope of asset management. WebIncorporation Setting up a company in Belgium When setting up a company you may want to consider these factors: Business factors such as: The industry and type of business The Belgian business register, the Business Hub Database (French Banque-Carrefour des Entreprises (BCE), Dutch Kruispunktbank Section 5.4. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally? This also applies if you reside abroad and are registered with a Belgian career consulate. Such resignation shall take effect at the time specified therefor; and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective. Eighth : This corporation is to have perpetual existence. At least 1 legal representative should be appointed. Any officer may be removed at any time, either with or without cause, by the affirmative vote of a two-thirds majority of the whole board of directors, at any meeting thereof. Not applicable as a Belgian branch office has no capital. In case of any vacancy caused by death or resignation, the additional director or directors may be elected, or, as the case may be, the vacancy or vacancies may be filled, either (a) by the board of directors at any regular meeting, or at a special meeting called for the purpose, by the affirmative vote of the majority of the directors then in office, or (b) by the members, at a special meeting called for the purpose. (d) This corporation shall not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. As of income year 2023 (assessment year 2024), the 70-percent threshold has been reduced to 40 percent, to increase the minimal taxable basis to 60 percent instead of 30 percent. Quorum and Manner of Acting. How to obtain a marriage certificate if you got married abroad. The forms should be filed with the clerk's office of the competent enterprise court in order to open the Belgian branch office.