Company formation - Belgium
The Belgian NV (SA): Formation for Non-Resident Founders
We coordinate the financial plan, the blocked account, the notarial deed and every registration your Belgian NV needs, for founders who do not live here.
- EUR 61,500 minimum capital (Art. 7:2 CSA)
- Remote incorporation possible: proxy or videoconference deed
- Notarial deed required; the notary is independent of us
- Shares transfer freely by default (Art. 7:45 CSA)
What a Belgian NV Is, and Who It Suits
A Belgian NV (naamloze vennootschap) and SA (societe anonyme) are one public limited company form under the CSA/WVV of 23 March 2019, named in Dutch and French. It starts at EUR 61,500 in capital, against no minimum for a BV/SRL, and its shares transfer freely by default. See the company types guide for the full comparison.
What Our NV (SA) Formation Service Includes
Seven pieces of work, run as one file for a founder who is not in the country.
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Financial Plan Coordination
We help draft the seven-part financial plan the law requires before the deed, justifying EUR 61,500 in capital against the planned activity for at least two years (Art. 7:3 CSA).
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Blocked-Account File
We prepare the bank file for the special account that holds the paid-up capital before the notary signs: source of funds, ownership chart, business description, expected flows (Art. 7:12 CSA).
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Notarial-Deed Coordination
In person, by proxy, or by videoconference before two or more notaries. We assemble what the notary asks for and coordinate whichever signing route fits your situation.
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Governance-Model Advice
Sole director, a two-director board, a full collegiate board, or a two-tier structure: we help you choose the model that matches your founder count and control preference.
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Filing and Publication
We coordinate the enterprise-court filing and the Moniteur belge publication that follow the deed, so the NV gets its enterprise number without a gap in the paperwork.
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KBO/BCE, VAT and UBO
Enterprise number, NACE-BEL activity codes, VAT activation on form 604A, and the UBO filing due within 30 days of incorporation, run as one sequence rather than four separate errands.
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Handoff to Adjacent Services
Registered office, a business bank account for the blocked deposit, and, for a non-EU founder who will actually work in the company, a professional card application.
Which Governance Model Fits Your Company
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Solo Founder: Sole Director
One person runs the company under the sole-director model (Art. 7:101 CSA). The articles may make that director jointly and unlimitedly liable and require their consent for certain decisions.
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Two Founders: Two-Director Board
A collegiate board can run on two directors as long as the company has fewer than three shareholders (Art. 7:85 section 1 CSA, the two-director rule in force since 8 April 2024).
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Three or More Shareholders: Full Board
A collegiate board of at least three directors, natural or legal persons, appointed for renewable six-year terms and removable at any time without cause (Art. 7:85 CSA).
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Investor-Backed: Two-Tier Board
A supervisory board and a management board, each collegiate, each at least three members, each within its own powers: a structure suited to a larger or investor-backed NV (Arts. 7:104, 7:105, 7:107 CSA).
Process and Timeline
- Choose the form and check the name. Confirm the NV suits you, and check the intended name at the KBO/BCE and at BOIP. Same day.
- Draft and sign the financial plan. Justify EUR 61,500 against the planned activity for at least two years, in the law's seven sections (Art. 7:3 CSA). No statutory duration; commonly under-budgeted by founders.
- Open the blocked account. Deposit the paid-up cash at a credit institution established in the EEA and obtain the bank's deposit certificate (Art. 7:12 CSA). No legal deadline: the longest real-world variance in the whole sequence.
- Execute the notarial deed. In person, by proxy, or by videoconference before two or more notaries, carrying the mandatory contents of Art. 7:14 CSA. Same day.
- File at the enterprise court registry. The notary files within 30 days of the deed; legal personality starts the day of filing (Arts. 2:8 section 1, 2:6 section 1 CSA). The platform route completes in 10 working days, or 5 where the founders are exclusively natural persons (Art. 2:22/1 CSA).
- Publish in the Moniteur belge. The extract is published in the Annexes to the Moniteur belge, the step that makes the company opposable to third parties (Art. 2:14 CSA).
- Register at the KBO/BCE, activate VAT, file UBO. Enterprise number and NACE-BEL codes at an accredited business counter, VAT activation on form 604A before trading begins, UBO filing within 30 days of incorporation.
- Open the share register and add the legal mentions. Open the share register at the seat, electronic permitted (Arts. 7:28, 7:29 CSA), and add the Art. 2:20 mentions to invoices, letterhead and the website before trading.
Documents You Will Need
- Passport or national ID for every founder, director and UBO
- For a corporate founder: constitutive deed, articles, register extract, existence certificate, signing-authority proof
- A proxy for the deed, if you will not attend in person (Art. 7:13 CSA)
- Proof of the Belgian registered office
- The bank KYC pack: source of the EUR 61,500, UBO ownership chart, expected flows
- The signed financial plan, in the law's seven sections (Art. 7:3 CSA)
- A professional card application, for a non-EU founder who will actually work in the company
Ready to Start Your NV File?
Tell us about your founders and your planned activity, and we build the file the notary and the bank both need.
Belgium State Costs for an NV Incorporation
The published, verified state and tariff cost for an NV incorporation is at least EUR 348 excluding VAT. That figure covers only what is published: the notary's own fee, the droit d'ecriture and search costs are not quantified in any source reached for this page, so the table below reads "at least," never "total."
| What the state charges | Amount | Note |
|---|---|---|
| KBO/BCE registration | EUR 111.50 per establishment unit | Tariff in force 2026, for the inscription itself; a later modification may be free through My Enterprise |
| Moniteur belge, electronic filing | EUR 236.50 excl. VAT, EUR 286.17 incl. | Tariff for filings from 1 March 2026 |
| Moniteur belge, paper filing | EUR 292.90 excl. VAT, EUR 354.41 incl. | Same tariff page |
| Fixed notarial professional fee (vast ereloon) | EUR 217 plus EUR 298 excl. VAT | Published for the BV/SRL route only; no fixed NV tariff has been traced, so the notary quotes this fee directly |
For a BV/SRL, the same arithmetic (notarial 217 plus 298, Moniteur 236.50, KBO 111.50) totals about EUR 863 excluding VAT, because that route has a fixed, published notarial tariff. An NV does not, so its notary's fee is quoted case by case.
What the NV Gives You That a BV Doesn't
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Shares Transfer Freely
By default, NV shares are freely transferable (Art. 7:45 CSA), unlike a BV's shares, which are locked behind shareholder approval by default unless the articles disapply it (Art. 5:63 CSA).
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No Bearer Shares
An NV issues only registered or dematerialised securities (Art. 7:22 CSA). Bearer form survives in the Code only for certain bonds issued exclusively abroad under foreign law, never for NV shares.
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A Capital Floor After Incorporation
Losses trigger the alarm-bell procedure at half the capital (Art. 7:228 CSA). Below EUR 61,500 in net assets, any interested party or the public prosecutor may ask the court to dissolve the company, though the court may grant time to regularise instead (Art. 7:229 CSA).
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The Partial-Payment Trap
Shares paid up to only one quarter stay registered, not dematerialisable, until fully paid (Art. 7:47 CSA), which limits how they move through a securities account if an investor joins later.
Problems We Solve
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The Blocked Account Is the Real Gate
EUR 61,500 must sit in an account at an EEA credit institution before the notary signs (Art. 7:12 CSA). We prepare the bank file; whether an electronic money institution counts is unresolved, and we do not promise any named provider will work.
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You Do Not Have to Travel
Sign by proxy or attend a videoconference deed before two or more notaries. Foreign-resident directors are deemed domiciled at the statutory seat for service of notices (Art. 2:147 CSA); only the bank's certificate cannot be handled by proxy.
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The Professional Card Gate, Only When It Applies
A non-EU founder who will actually be self-employed in the company needs a professional card. Owning shares or attending board meetings under the 90-day business-traveller exemption does not require one.
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Verifying a Belgian NV Is Genuinely Registered
Start at the KBO/BCE public search, which lists the enterprise number, legal form and status of any registered Belgian company, at no charge.
Why Work With Us
Maarten De Wilde leads formation and corporate structuring: twelve years assembling the file a Belgian notary signs, in Dutch, English and French.
From our practice. On an NV file, the office coordinates the financial plan, the blocked-account file, and the choice among the sole-director, two-director and full-board routes for founders based outside Belgium.
Related to This Page
Frequently Asked Questions
What is an NV in Belgium, and is an SA the same thing?
Yes. Naamloze vennootschap (NV) and societe anonyme (SA) are the same public limited company form under the Code of Companies and Associations (CSA/WVV) of 23 March 2019, named in Dutch and French respectively. One Belgian legal form, two official names.
What is the difference between a BV and an NV in Belgium?
Capital is the clearest line: a BV needs no minimum capital, only sufficient own funds and a financial plan (Arts. 5:3, 5:4 CSA), while an NV needs EUR 61,500 (Art. 7:2 CSA). A BV's shares are also locked behind shareholder approval by default (Art. 5:63 CSA); an NV's transfer freely (Art. 7:45 CSA). Both require a notarial deed.
How much capital does a Belgian NV need, and does the money have to be in a bank before the deed is signed?
EUR 61,500 (Art. 7:2 CSA). Yes: the cash portion must sit in a blocked account at a credit institution established in the EEA before the notary signs, with the deposit certificate handed to the notary beforehand (Art. 7:12 CSA). The deed does not happen without it.
What kind of bank will the notary accept for the blocked account?
A credit institution established in the EEA within the meaning of Art. 4(1)(1) of Regulation (EU) 575/2013. Whether an electronic money institution counts is not settled: no published NBB, FSMA or FPS Finance statement covers wider acceptance. We state the article and do not promise any named provider will work.
Can a non-resident incorporate a Belgian NV without travelling to Belgium?
Yes. Sign through an authentic or private proxy (Art. 7:13 CSA), or attend a videoconference deed before two or more notaries. Foreign-resident directors are deemed domiciled at the statutory seat for service of notices (Art. 2:147 CSA). Only the bank's blocked-account certificate cannot be obtained by proxy.
How many directors does a Belgian NV need, and can one person run it?
One person can run it under the sole-director model (Art. 7:101 CSA). Otherwise, a two-director board is allowed while the company has fewer than three shareholders (Art. 7:85 section 1 CSA), a full collegiate board needs at least three, and a two-tier supervisory-and-management structure is also available (Arts. 7:104, 7:105, 7:107 CSA).
Are the shares of a Belgian NV freely transferable?
Yes, by default (Art. 7:45 CSA). That is the sharpest contrast with a BV, whose shares are locked behind shareholder approval by default unless the articles disapply it (Art. 5:63 CSA), and it is why an NV suits a company expecting to bring in investors later.
Does a Belgian NV issue bearer shares?
No. Art. 7:22 CSA permits only registered or dematerialised securities for an NV. Bearer form survives in the Code only for certain bonds issued exclusively abroad under foreign law, convertible to registered form on the holder's request. It does not apply to NV shares at all.
Does a Belgian NV need a statutory auditor?
Not if it qualifies as a small company under Art. 1:24 CSA: average headcount under 50 FTE, net turnover under EUR 11,250,000, balance-sheet total under EUR 6,000,000, exceeding no more than one of the three. Larger, listed or public-interest NVs need one.
What does the Belgian state charge to incorporate an NV, and what is separate from that?
Moniteur belge publication costs EUR 236.50 excluding VAT electronically, plus EUR 111.50 for KBO/BCE registration: at least EUR 348 excluding VAT. The fixed EUR 217 plus EUR 298 notarial tariff applies to the BV route only; no fixed NV tariff has been traced, so the notary quotes its own fee directly.
What happens if the NV's net assets later fall below EUR 61,500?
The alarm-bell procedure triggers when losses cut net assets below half the capital, requiring a general meeting within two months (Art. 7:228 CSA). Below EUR 61,500 itself, any interested party or the public prosecutor may ask the court to dissolve the company, though the court may grant time to regularise instead (Art. 7:229 CSA).
Do I need a professional card to own or direct a Belgian NV?
Only if you are a non-EU national who will actually be self-employed in the company. Owning shares or attending board meetings under the 90-day business-traveller exemption does not require a professional card; the requirement is a regional employment gate, not a company-law rule.
How do I check that a Belgian NV is genuinely registered?
Search the company on the public KBO/BCE register, which lists its enterprise number, legal form and status free of charge. That check works for any Belgian company, whatever form it takes, and is the first step before dealing with one.
Start Your Belgian NV File
We coordinate the financial plan, the blocked account and the deed, wherever you are based.