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How to set up a non-profit organisation in Belgium? - European Activism Incubator
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How to set up a non-profit organisation in Belgium?

In Belgium, a non-profit organisation can be registered under the legal identity of an Association. It is called an ASBL – Association sans but lucratif in French or VZW – Vereniging zonder winstoogmerk in Dutch.

 

In order to set up a non-profit organisation in a form of an ASBL in Belgium, one needs to:

 

    1. Draw up the statues of the Association
    2. Gather identity documents from the founders
    3. Prepare court forms
    4. Hold a Constitutive General Assembly with the founding members
    5. Deposit the signed statutes, together with the forms and documents at the Tribunal de l’Entreprise
    6. Open a dedicated bank account
    7. Fill in the UBO register (Le Registre UBO – Ultimate Beneficial Owner)
    8. Fulfil the VAT registration obligations

 

Below you find more detailed information on some of these requirements.

Basic requirements

 

To set up an ASBL / VZW in Belgium one needs:

 

  • At least two founding members (physical or legal persons)
  • A seat of the organisation (address) in Belgium

 

The founding members do not need to be citizens or residents of Belgium, but this will increase the costs and time needed for the registration.

The Statutes

 

The founding members must draw up the statutes of the organisation in one of the official languages in Belgium. This document details the non-profit purpose and aims of the organisation, its main activities and it sets up the basic rules of its governance. The provision of this document must be in line with the Belgian law on non-profit organisations (Code des Sociétés et des Associations – Code of Companies and Associations).

 

This document will determine how the organisation operates, including such issues as how it admits new members or how it appoints its Directors. Changes to the statutes at a later date are possible but there are procedures and costs associated with these.

 

The statues must be signed by all the founders, during the Constitutive General Assembly.

Registration in court

 

For the court registration, the following documents must be submitted to the Tribunal de L’Entreprise:

 

  • the signed statutes
  • copies of the founders’ identity documents
  • a court form for the registration of an ASBL
  • an attestation for the person carrying out a registration, demonstrating s.he is mandated to do so.

 

The process of registration can be carried out electronically (online via e-greffe), using a Belgian identity card, or the file can be deposited in the paper form at the Tribunal de l’Entreprise.

 

A registration fee needs to be paid at the time of registration:

  • if depositing the documents on paper, a proof of payment must be attached
  • if depositing via e-greffe, the registration payment is carried out at the end of the procedure with a bank or credit card.

 

The Association is registered when information on its founding is published in Moniteur Belge. Providing the statues is in line with the Belgian law and all documents and forms are submitted correctly, it takes the Tribunal de L’Entreprise approximatelly 5 working days to process an electronic registration and up 7 weeks to process the registration in a paper form.

  • How much does it cost to register an ASBL / VZW in Belgium?
  • The fee covers the registration and publication of the constituting acts in the official public system called Moniteur Belge. Fees since March 2020 are:

     

     

    • Paper registration:                            €197,11
    • Electronic registration                     €142,42

Registration at Banque-Carrefour

 

Currently, this registration is carried out automatically. When registering electronically, the organisation number is assigned by the Banque-Carrefour des Entreprises and emailed by the system immediately.

Opening a bank account

 

It is obligatory to open a separate bank account of the Association in a Belgian banking institution. Yearly fees for running a back account for a legal person can vary between €15 and €115 per year.

VAT registration

 

A newly set up ASBL / VZW needs to be registered as a VAT payer, based on its planned activities and sources of revenue. Alternatively it is possible to apply for a simplified VAT regime (Régime de franchise de la taxe pour les petites entreprises). For this, a separate registration form needs to be filed with the Belgian tax authorities.

 

When registering for the VAT, the organisation must also decide if it is preferable to do VAT declarations every month or every three months and declare the type of the VAT regime i.e. full, mixed or exempted.

European Activism Incubator offers affordable support with the process of setting up a non-profit Association (ASBL) in Belgium.

 

Contact us to schedule a phone call for a free assessment to receive a quote for this service.

17 Comments

  • NIck Kuskin

    18.02.2020 at 17:46 Reply

    verry interesting… May I ask your opinion, as I know you, and I’m having a hard time determining if I should register for VAT? I see VAT as nothing but a hassle. Is there any reason whatsoever to pay it? Any reason not to try and be exempt in all cases? I see the income my asbl will collect will be a) sales from prints. B) grants (if I’m fortunate and lucky, and c) small consulting engagements. Thoughts – coffee?

    • EAI services

      24.02.2020 at 19:25 Reply

      Hi Nick, nice of you to drop by here 🙂

      Only chartered accountants can give you a complete accounting advice. To my best knowledge small entreprises and organisations in Belgium are eligible for ‘Régime de franchise de la taxe’, when their annual turnover does not exceed 25.000 euros. The European Activism Incubator is currently under this regime and this simplifies administration and accounting of our ASBL. If you are eligible and you do not have any specific reason to become a full VAT payer from the start, this simplified regime may be a good solution for you as well.

      However, you still have to register for it! In other words one has to ‘say hello’ to the VAT tax authorities either way. If you have recently registered an ASBL, you can request the simplified regime as you request a VAT number for the ASBL.

      You can read more on ‘Régime de franchise de la taxe pour les petites entreprises’ here: https://finances.belgium.be/fr/entreprises/tva/assujettissement_a_la_tva/regime_franchise_de_la_taxe#q3

      I hope it helps! And yes, let’s get in touch via WhatsApp with regards to that coffee 🙂

  • Shabari Mitra

    03.03.2020 at 20:23 Reply

    I have vzw which is also VAT registered. I have a doubt , if any corporate firm or individual donate us will they be tax exempted of that amount?
    Our activities are related to culture,
    heritage,environmentt, training etc.

    • EAI services

      30.03.2020 at 13:02 Reply

      Hi Shabari,
      For such detailed questions as donor VAT exemptions on donations, it is best to get a comprehensive advice from a Belgian accountancy firm. We provide administrative support to people wishing to set up an ASBL, but only a chartered accountant can give you an advice on such specific matters. We hope you find what you are looking for!

  • Abdullah Hallak

    28.03.2020 at 15:50 Reply

    Hello All
    we have an NGO located and registered in Turkey and we are seeking detting it redistered here in Belguim also .
    Ist that possible ?

    thnaks
    Abdullah

    • EAI services

      30.03.2020 at 13:00 Reply

      Hi Abdullah,
      Yes it is possible to register it in Belgium. The founding members do not have to be Belgian citizens, residents or organisation. However, you need to have the main office registered at an address in Belgium.

      The registration is more complicated for the associations whose founding members are not Belgian residents or Belgian organisations – as one has to file a range of documents in the court – but it is doable.

      It is important to note that once you register, you will need to carry out your accountancy according to the Belgian rules and you need to file your tax declarations as required here. We recommend that you have a Belgian accountant to help you with managing that. You also need to follow the administrative rules. At the minimum this means that each year you need to file in the court the annual accounts; also such things as any changes in the Board of Directors need to be registered and filed accordingly.

      In other words, the non-profit would become a Belgian entity and you have to follow the law of Belgium. A certain level of organisational capacity is needed to fulfil these requirements, so we recommend to consider this carefully. But it is all possible.

  • Irina Budrina

    29.04.2020 at 11:44 Reply

    Hello,

    Where can I find a registration form? And an attestation for the person carrying out a registration, demonstrating s/he is mandated to do so.?

    Thank you

  • Michael Lynch

    11.05.2020 at 19:34 Reply

    How many ASBL committee members need to be present to form a quorum for a meting , please…..Mike

    • EAI services

      11.05.2020 at 22:32 Reply

      Hi Michael, what do you mean by committee? Board of Directors or General Assembly i.e. all members of the ASBL?

      Quorums are usually stated in your statutes, although for some specific actions, they are prescribed by the law. So the quorum you need depends on what you wish to carry out.

  • Michael Lynch

    13.05.2020 at 08:54 Reply

    Hi, thanks for the information, most useful. It pointed me in the right direction. Keep safe……Mike

  • Ileana Grigorescu

    26.05.2020 at 13:08 Reply

    Thanks for this informative article! I was wondering – are the steps the same when opening a subsidiary for a UK charity or is there a simplified version?

    • EAI services

      02.06.2020 at 14:35 Reply

      Hi Ileana, the Incubator does not currently specialise in supporting subsidiary registrations, but we have enquired within our network, and here is what we have found out: The procedure to set up a subsidiary is different to this one – it is unlikely to be simplified, as the procedure to set up a non-profit Association is already as lean as it possibly could be. Many elements are likely to be similar, but we’d need to look into the specific requirements for a subsidiary. Moreover, in setting up a subsidiary you need to consider both the Belgian law and the law of the “country of origin” – in this case the UK, so in fact this is likely to be somewhat a more complex option – and possibly further compounded by legal uncertainties surrounding Brexit. If you are interested in exploring this further, please get in touch with us via email or web contact form and we can look into offering you a service to research this matter further.

  • Elin Mc

    21.06.2020 at 20:50 Reply

    Hi there, do you have model statutes that can be used? We are already registered but need to change director name and also update our statutes in line with the new law. Many thanks,

    • EAI services

      22.06.2020 at 14:25 Reply

      Hi Elin, in our experience updating the existing statutes may take as long or even longer than creating a new one. We provide an affordable service to prepare statutes, and the service fee paid by the clients supports the development of the Incubator and our projects, but unfortunately we do not have a template to offer free of charge. If you are interested in our service, please don’t hesitate to get in touch.

  • Abdul K

    05.07.2020 at 23:09 Reply

    Thanks for the great article. Just a quick question. We’re looking to set up a new NGO in Brussels. Is setting up an NGO the same as a business in Belgium (in the terms of tax and stuff) or is it different? I know we’re going to have to get professional advice but if there’s anywhere you can point me to that would be great. x

    • EAI services

      06.07.2020 at 17:39 Reply

      Hi Abdul, Thank you for your kind words.
      In terms of the process of registration, setting up a business and a non-profit Association are relatively similar. However, for a non-profit Association, you need to submit statutes of a non-profit entity, which is very different in what it contains compared to other for-profit legal forms.
      All legal entities in Belgium are subject to Code of Companies and Associations, which provides requirements for accounting (depending on the entity’s size) and annual reporting obligations. An ASBL does not pay taxes on most of its incomes, as they are not a profit – they are used or reinvested to pursue the non-profit purpose of the Association. However Associations do pay taxes on income from such things as property and capital investments.
      The rules for hiring staff are the same for all legal entities, alongside with taxes on salaries and social security contributions.

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