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:
-
- Draw up the statues of the Association
- Gather identity documents from the founders
- Prepare court forms
- Hold a Constitutive General Assembly with the founding members
- Deposit the signed statutes, together with the forms and documents at the Tribunal de l’Entreprise
- Open a dedicated bank account
- Fill in the UBO register (Le Registre UBO – Ultimate Beneficial Owner)
- Fulfil the VAT registration obligations
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 provisions 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.
The fees (including VAT) currently are:- Paper registration: 233,05€
- Electronic registration 168,31€
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.
Contact us to schedule a phone call for a free assessment to receive a quote for this service.
European Activism Incubator offers expertise and assistance with the registration process. Read the inspiring story of one of our clients here.
EAI's involvement was a welcome mixture of efficiency, impeccable quality and delivery of all our target expectations.
Costas Orountiotis, CESF President
Find more information below or contact us now to speak to our team of advisors.
NIck Kuskin
18.02.2020 at 17:46verry 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 19:25Hi 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 20:23I 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 13:02Hi 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 15:50Hello 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 13:00Hi 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 11:44Hello,
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
EAI services
11.05.2020 at 22:38Hi Irmina, you can find all the registration forms here: http://www.ejustice.just.fgov.be/info_tsv_pub/form_f.htm
We have obtained the attestation form by emailing the Tribunal de l’Entreprise directly. You find the contact details here: https://www.rechtbanken-tribunaux.be/fr/tribunal-de-lentreprise-francophone-de-bruxelles
Michael Lynch
11.05.2020 at 19:34How many ASBL committee members need to be present to form a quorum for a meting , please…..Mike
EAI services
11.05.2020 at 22:32Hi 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 08:54Hi, thanks for the information, most useful. It pointed me in the right direction. Keep safe……Mike
Ileana Grigorescu
26.05.2020 at 13:08Thanks 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 14:35Hi 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 20:50Hi 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 14:25Hi 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 23:09Thanks 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 17:39Hi 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.
Yasen Markov
13.08.2020 at 19:56Hi,
at page 7 of this publication “EU registration options for NGOs Preparing UK-based NGOs for Brexit A guide to establishing NGOs in Europe , February 2017”
under the heading “Barriers for economic activity” is stated the following :
“Attention should be paid to the limitations to engage in economic activities. Belgian NPAs and INPAs are allowed to engage in
economic activities, but this possibility is not unlimited: economic activities are only permitted if they are incidental / accessory /
subordinated to the non-economic activities. Such incidental or accessory economic activities are subject to the following
conditions:
1. they are incidental to the non-commercial activities on a quantitative level, taking into account the turnover or the
allocation of means or personnel;
2. they are directly or indirectly related to the non-commercial activities;
3. the profits derived from these economic activities are attributed to the development of the non-commercial activities.”
Further down in the text it is stated the following :
“The Minister of Justice is preparing a legal initiative to include the NPO law into the Company Code. The most important
advantage would be that NPOs could develop unlimited economic activities. The most important disadvantage will be that NPOs
will be subject to specific regulations on (liability in case of) bankruptcy.”
In view of the above, my question is are there any restrictions concerning the economic activities that an association may undertake?
Many thanks in advance
EAI services
13.08.2020 at 21:51Hi Yasen, thank you for your inquiry. The guide you are quoting provides information accurate for 2017, but the reform it is referencing has been carried out and so NPOs in Belgium are now part of the Company Code. One of the many changes that this has brought is a legal clarification on the commercial activities of NPOs.
Currently the rules you quote under point 1 and 2 no longer apply, however the rule 3 still holds. In summary, you can have commercial activities as long as the profit is reinvested in the purposes of the Association, and the profit from these commercial activities cannot be distributed among the members of the Association beyond its non-profit purpose.
What is further important here is that if you have a large level of commercial activities, it may shift your tax eligibility and you may be subject to corporate tax. The details of this you’d need to discuss with a chartered accountant.
We hope this helps,
Yours,
EAI service team
Yasen Markov
13.08.2020 at 22:08Dear EAI services,
this indeed helps!
Many thanks for the swift reply,
Yasen
Antonio Sforna
26.09.2020 at 12:14Hello hello,
I have a quick question. Can one or more members of the asbl’s board be non-Belgian and non-resident? Thank you in advance for your help.
EAI services
28.09.2020 at 16:03Dear Antonio, Yes members of an ASBL Board of Directors can be non-Belgian and non-residents.
Jessica L
29.09.2020 at 00:24Hello!
I was wondering if you could elaborate on a few things for me.
1) You say that founders do not have to be Belgian (citizens or residents), however this will increase the cost. Do you know by how much? And how much longer would the process take if this was the case?
2) What if one of the two is Belgian and the other is not? Would this still raise the issue of additional cost and time?
3) Would we still need to pay tax if we do not receive any revenue from our activities? The only financial income we would receive would be donations.
Thank you in advance!
EAI services
30.09.2020 at 16:02Dear Jessica,
If any of the founders is not a Belgian resident and not in possession of a Belgian eID, you need to file the registration on paper, rather than electronically. See the price list in the table above. If you use our service to support you with the registration, it also becomes more costly, as many more documents must be prepared for the paper filing, but the exact quote difference depends.
If none of the founders has a Belgian eID, you may need to arrive in Belgium to fulfil such obligations as setting up a bank account or filling in an UBO register, or you may have to appoint a legal representative. Some banks and public administrations may however accept remote identification. Bank products annual fees may be higher.
Regarding the time it takes for the registration, the electronic filing usually is complete within 5 days, whilst paper filing takes currently between 3 and 15 weeks to come through.
Regarding the final question: we do not offer an accountancy advice, as we are not a chartered accountancy firm. I can give you some pointers however to Google for it. ASBLs in Belgium need to pay La taxe annuelle sur les ASBL. Then ASBLs are also subject to Impot de Personnes Morales, but if there is a high level of commercial activities, they may need to pay a corporate tax instead. Finally, you may be subject to VAT, though you may also be able to apply for a simplified regime.
Zilani Afm golam
05.10.2020 at 13:05may I know the cost of vat registration?
EAI services
06.10.2020 at 12:02Dear Zilani, the VAT registration with the Belgian federal tax authorities (SPF Finance) is free of charge.
ferdinand onuoha
07.10.2020 at 18:49please I need an address of the office in Brussel where I can go to make some changes in the board members of my organisation an ASBL.
EAI services
08.10.2020 at 12:32Dear Ferdinand, changes in the Board are most typically done by the vote of the General Assembly of the ASBL’s members. Following the vote, you need to file the minutes and appropriate forms to inform the Tribunal de l’Entreprise of this change and to ensure the publication in Moniteur Belge.
The procedure of changing the Board members should be explained in your statutes, which you should check, as some organisations may have selected some specific optional provisions. Good luck!
Antonio
15.10.2020 at 13:22Dear,
I would like to thank you for your answer to my previous question. In addition, if I may, I would like to ask if for somebody hired by an asbl there is a maximum she/he can earn per month and if, after the end of the contract, she/he can access (request) unemployment benefits.
EAI services
19.10.2020 at 19:40Dear Antonio,
The employment rules for the ASBLs are the same as for any other company type in Belgium – a uniform employment law applies, including access to unemployment and all other benefits.
There is no maximum on the employment contract earnings on the Belgian labour market – all remunerations are subject to free market negotiations. One thing to bear in mind however is that an ASBL cannot distribute profits to its members and so a salary should not appear as a cover up for a profit distribution. This type of suspicion may be cast if for instance someone on a specific employment level in an ASBL earns ten times more than what would be usual in this type of an organisation for this type of job.
Flora
29.10.2020 at 15:50Hello,
Can you please clarify the current situation with VAT registration in Belgium given the Covid-19 pandemic? How can we register for VAT as international NGO based in Brussels?
Thank you!
EAI services
05.11.2020 at 21:16Hello Flora, you can find information on registering for VAT here: https://finances.belgium.be/fr/entreprises/tva/declaration/debut-fin-modification-activite
Don’t forget to check if you qualify for a simplified regime, if you have just commenced your activities: https://finances.belgium.be/fr/entreprises/tva/assujettissement-tva/regime-franchise-taxe
This is best discussed with an accountant however. We are not in a position to offer accountancy advice. Best of luck!
Ahmed Mahmoud
31.10.2020 at 20:44Hi there,
We have established an ngo here in Belgium and created an account for it in ING Bank. But we want two more bank accounts. Do you help in opening bank accounts on behalf of us?
EAI services
05.11.2020 at 21:18Hi Ahmed, it is not possible to open a bank account on someone else’s behalf. Those who are able to legally represent the organisation according to its statutes need to open the account, and most banks require identification in person. Best of luck!
Muluemebet Hunegnaw
18.11.2020 at 14:31Hi EAI, is there a requirement for a Belgian non-profit that would like to program internationally to also have a domestic program? is a Belgian organization that is registered in Belgium can automatically be considered as a European organization?
EAI services
18.11.2020 at 17:27Hi Muluemebet, this is a very good question. You can be a Belgian ASBL that has activities and members outside Belgium. The coordination activities are based in Belgium, since as the minimum the registered ASBL will run its accounting according to the Belgian law and will elect its Board and register this decision in front of the Belgian court. You do not need to run any specific domestic programme in addition.
If you want to be recognised officially as an international non-profit, then you need to register as an AISBL, which requires a notary act and a Royal Decree. It is a lengthy and costly process.
We are approached about this frequently and we always encourage to ask yourself if it is necessary to register as an AISBL. In most cases, it isn’t, as an ASBL is sufficient to carry out the envisaged activities, and an ASBL can be converted into an AISBL at a later date should such need clearly arise.
jowana Albaroudi
08.12.2020 at 21:43hello
I was wondering how much would writing the satutes cost? of course in French language and how long would it take to get them ready?
thank you
EAI services
09.12.2020 at 12:02Hello Jowana, our price depends on the details of the project that affect the complexity of the process and therefore the time we’d need to spent working on the client’s file. Please drop us an email to contact@activismincubator.eu with a few words about what you have in mind, and we will send you more details.
Ahmad mohmaed
17.12.2020 at 10:26Dear Antonio,
we signed the deed in front of the notary last year, but we didn’t receive the royal decree yet, how we can fellow our file through the ministry of Justice?
EAI services
23.12.2020 at 22:45Dear Ahmad, We specialise in setting up ASBLs, whilst you seem to be setting up an AISBL. We are not familiar with this process – it is best that you contact the notary who supported you in this registration. Best of luck!
Justina Obasi Okore
08.02.2021 at 11:00Hi, thanks for this article, it’s so helpful and simplified. But please I have a question, I want to set up an NGO for aged widows (Women) and orphan kids in Africa, I live here in Belgium, please how do I go about it’s registration here in Belgium?
Thanks.
EAI services
09.02.2021 at 19:16Dear Justina, Please drop us an email using our contact form, and we will respond with all the details. Looking forward to hearing from you!
Sheryl Anne D'Haenen
21.03.2021 at 12:50Hi, Thank you very much for all the details you have provided in this thread. They are all very useful. I am sending an email now to contact@activismincubator.eu to inquire about your ASBL services. We are about to apply for one here in Belgium and just have the following concerns:
– I will be part of the 3 Founding members/directors and I am based here in Belgium, I yet to apply for my Belgian Citizenship this April. Will my category fall under the ‘non-Belgian eID’ holder which requires further documentation? and for such reason that we cannot file our ASBL application online?
– Can we use a registered home address as the ASBL Address? Or it has to be a separate commercial/office address?
Thank you in advance for your assistance.
Sheryl
EAI services
25.03.2021 at 12:12Dear Sheryl Anne,
Thank you for your enquiry. Here are the replies:
1) The citizenship does not matter, what matters is residency and if you have the Belgian eID card. It is an identity card with an electronic chip, which let’s you log in to various electronic services, for example you can do your tax declarations with it. If you have it, you will have also received a PIN number for it.
2) Yes a home address can be used, if it is your house or if your landlord agrees.
We hope it helps!
Mae GImena
08.04.2021 at 18:33Hi,
I’m trying to gather as much information as I can about setting up a non-profit branch in Brussels before presenting it to the Managing Director. Two main questions which I couldn’t seem to find the answers online: (a) how much roughly, excluding office rent and staff salary, is the associated monthly cost? and (b) if the non-profit org hires an employee, is there a minimum salary requirement?
Thank you very much.
Regards,
Mae
EAI services
12.04.2021 at 14:56Dear Mae, thank you for reaching out. Here are some quick replies:
(a) it hugely depends on what you will be doing and what your needs are. One major cost is an accountant, and you will have some smaller costs for a bank account, but other regular costs depend.
(b) yes, if you hire an employee, you have to adhere to all the Belgian employment law, just as any other organisation. You can obtain a lot of information on the employment requirements from Securex, which is a public agency specialisted in that: https://www.securex.be/en/blog/employers/how-to-set-a-gross-salary
We hope this helps!
Yasen Markov
29.06.2021 at 13:00Hi,
Could you please advise where to find the full text in pdf of the new Code of Companies and Associations?
Regards,
Yasen
EAI services
30.06.2021 at 09:52Hi Yansen, You can download it here: http://www.ejustice.just.fgov.be/eli/loi/2019/03/23/2019A40586/justel
Yasen Markov
30.06.2021 at 12:17Hi,
thank you very much for the prompt reply!
Are you by any chance aware of a source of the Code in English language?
regards,
Yasen
EAI services
09.07.2021 at 15:36We do not think that it exists, but if you find out otherwise please let us know!
Kiro
07.07.2021 at 21:51Hi,
I have a question : once an ex-director of ASBL resigns and once publish on Moniteur Belge, can we get any proof of publication from the Moniteur Belge? (even if we would need to pay some fees to get such proof of publication of the resignation is fine)
Thanks.
Best Regards.
EAI services
09.07.2021 at 15:38Dear Kiro, it is best you contact Moniteur Belge directly with this inquiry.
Marc Soignet
07.09.2021 at 12:27Hi, is there a difference between “founding” an ASBL and “registering” it?
EAI services
07.09.2021 at 22:02Technically yes. You found an ASBL when the founders come together and sign a founding act (the statutes). You then register in the court the fact that the association has been founded (within 30 days of founding), and this is how an ASBL acquires a legal personality. But it is of course all part of the same process, because an ASBL founded but not registered within 30 days doesn’t acquire a legal identity (with a nuance that informal associations are recognised in some contexts…).
Miriam
05.10.2021 at 15:48Hello,
can you tell us how much an AIBSL is allowed to save up? Is there a limit? Due to Corona my Association saved up quite alot as we dont have any costs for traveling etc.. We wonder if we are crossing a line soon and could loose our nonprofit status.
EAI services
05.10.2021 at 23:19Dear Miriam, We do not specialise in the issues of tax and finance, so we prefer to avoid giving an advice on this matter. It is better you ask a chartered accountant to be sure.
However, in general if the money remains in the Association, and it is at the future time reinvested in its non-profit purpose, it is not considered a profit. Where did you hear of a limit?
It is however likely that your annual ASBL tax will increase.
Best of luck, and if you can, please do share what you find out on this – we are always ready to update and upgrade our knowledge.
Buse K
19.10.2021 at 14:17Hello, first of all thanks for all these details! I would like to learn that if we do not live in Belgium and want to register an ngo in Belgium,is there a way to do it online? As far as I understood, electronic registers are only for the ones who have belgian ids? could you clarify this part for me please? Thanks in advance.
EAI services
21.10.2021 at 10:28You are very welcome!
Indeed, if you are not residents of Belgium, the dossier cannot be filed at the Tribunal electronically, so everything has to be prepared and filed on paper.
Buse K
05.11.2021 at 12:11So, we should send the papers by post?
EAI services
08.11.2021 at 11:37Yes, it is possible to send your complete file by post.
Anna Zabojeva
09.12.2021 at 20:24Hello! Can a founders of VZW be the CEO of their nonprofit, or it have to be a hired personal? How much founder is paying himself monthly (bottom and top amount)?
Thank you!
EAI services
10.12.2021 at 12:28Dear Anna, a founding member of a non-profit can be employed by an ASBL. However there is a number of questions to consider as it is not a straightforward case to answer about.
You write that a “founder is paying himself” – this is an incorrect way of thinking. An ASBL pays its employee for performing a job as agreed in a job contract, and this person may happen to also be its founder. Regarding the level of remuneration, another important legal principle is that an Association cannot distribute profit to its members. Therefore if a member (a founding member or ordinary member) becomes an employee or is hired as an independent worker by an ASBL, they need to be paid at the standard market prices.
There is also a question if the founder is also a Board member – which is often the case. If so, the paid job carried out for an ASBL needs to be clearly separate from the Board member mandate. If an ASBL remunerates its Board members, it needs to be kept separately and there has to be a very clear distinction between the two.
An important legal requirement here is a principle of ‘subordination’. To justify actual employment, the Board member must demonstrate that in his capacity as an employee, he is placed under the authority and control of an employer (for example, the existence of instructions or mission (s ) from the board of directors, the employee’s justification for his hours of absence or his presence at a work station, etc.). This is difficult to meet and prove when a CEO is also in the Board. If the CEO is a founding member but not in the Board, it is a lot easier to prove.
Moreover, it is required that all is arranged in line with good governance. The non-profit organization must therefore adopt measures aimed at ensuring that power and authority are not concentrated in the hands of one or a few individuals. This requires that limits between the responsibilities exercised by the different bodies be defined and that control mechanisms be put in place, in order to ensure that the actions undertaken contribute to achieving the goals pursued by the association.
Thus, an ethical principle dictates that a non-profit organization Board member (employee or not) does not intervene when he has a personal interest, direct or indirect, in an operation or a decision subject to the approval of the Board of Directors. This interest can be material, it can also be moral or emotional. He should not, for example, participate in a decision of the Board which would rule on his own appointment (or that of a member of his family) as an employee or on his dismissal. This rule is justified by the fact that, while the Board member has a right to vote on the board of directors, this right is granted to him in order to be exercised in the exclusive interest of the association.
You also need to check the statutes of the ASBL, because sometimes they state if employees of the Association can be Board members or not.
luna park
21.03.2022 at 11:54HI, i want to set up NPO branch in Belgium.
head office is in Korea. brach set up is also same as you upload this page?
EAI services
21.03.2022 at 12:38Hi Luna, setting up a branch of a foreign organsiation is not the same as registering a non-profit association. This isn’t our specialty,so we cannot advise you further on that unfortunately.
Andor
15.07.2022 at 11:46Hello, just started to regiester a new non-profit organization in Belgium. The statute is ready, just need information how to find the court form and also how to prepare the attestation of the person who carrying out the registration. Thanks
EAI services
08.08.2022 at 12:35Dear Andor,
The majority of court forms can be found here: https://www.ejustice.just.fgov.be/tsv_pub/index_f.htm
For the attestation, you need to email the court directly.
Good luck!
Elena
26.07.2022 at 13:08Hello, thank you for your help. Where should I find the court registration forms? Thanks x
EAI services
08.08.2022 at 12:35Dear Elena, the majority of the forms can be found here: https://www.ejustice.just.fgov.be/tsv_pub/index_f.htm
Good luck!
Isabella Raposo
03.08.2022 at 13:49Hi, first of all I want to thank you for this precious article! Its really well written and simple to understand. I have a question tough… I currently wok at an AISBL. Is it possible to change from an AISBL to a ASBL? If yes, how should the procedure be? Thank you in advance!
EAI services
08.08.2022 at 12:39Dear Isabella, thank you for your kind words about our article. We are glad you find it helpful and useful.
According to our best knowledge the conversion of AISBL to ASBL is possible. Unfortunately to research, outline and explain a full procedure would require 1-2 hours of our time. We would be glad to help and do it for you but we need to ask for a modest consultancy fee (as we currently do not have a funding for running a free advisory service). If you are interested, please send us an email.
Jordan Harris
03.11.2022 at 12:07Hello, thanks for this very useful and informative article! I have a question, regarding a registered ASBL in Belgium: is it necessary to pay VAT on salaries paid to consultants for the organization? Our current accounting firm has the organization paying VAT for all salaries, which is quite expensive and seems counter-intuitive for an NPO. Would greatly appreciate clarity on the regulations surrounding this issue!
EAI services
10.11.2022 at 10:45Hello Jordan, Thank you for your kind words! We are not an accountancy firm, so unfortunately we are not in a position to give tax advice. However we do know that non-profit organisations are subject to more or less the same rules as all other entities on the Belgian market, so if you purchase a service or a product, VAT rules apply. We also know that a simplified VAT regime exists for entities whose annual turn over is below 25K EUR, so it is something you can discuss with your accountant. But even if you are under the simplified VAT regime and your consultants are not, they invoice you with a VAT.
Guler Altinsoy
16.11.2022 at 11:25Hello,
We registered as ASBL and already published in offiicial gazette. We would like to hire an executive official. Can one of the founder (EU Citizrn) be officially employed by ASBL? If so,what are the processes we need to follow?
Many thanks
G
EAI services
18.11.2022 at 14:13Dear Guler, congratulations on registering your ASBL. Yes, a founding member can be employed by an ASBL. However, it gets somewhat more complicated if that founding member is also a Board member.
As for the process, you need to contact one of the Belgian payroll companies, such as SDWorx or Securex, who will tell you everything you need to do and pay (as there are several obligations an employer in Belgium has). Good luck with your non-profit and all the best!
Guler Altinsoy
23.11.2022 at 13:05Thank you very much for your prompt response. I have further question regarding the procedures for selecting the Board of Directors. We will select them in our first General Assembly and will prepare meeting minutes. (1)Is there any extra procedures for registering these Board of Directors, do we need to inform any official authority?
(2) Also is there any platform where we can obtain templates for General Assembly minutes and Board meeting minutes?
(3) Is there any extra points to be considered/decisions to be taken in our first general assembly?
Many thanks
Guler
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02.12.2022 at 13:54Dear Guler, we are scratching our heads here a bit. Does it mean you have set up the Association without electing your first Board of Directors? Didn’t you already have a first General Assembly, to constitute the Association? Yes, you need to inform the Tribunal about who your Board Directors are – and because this comes with a fee, normally it should have been collated with the original registration, to avoid the additional expenses. There is a lot to untangle here and in addition your questions encroach on services we usually offer in exchange of a fee, as they require us to dedicate time of our expert team. We can of course help – if you are interested, please get in touch with us.
EAI services
28.06.2023 at 11:50Hello Rene, Our main specialty is supporting registrations of ASBLs (Association sans but Lucratif). If you are interested in opening an AISBL (Association International sans but Lucratif) you need to do this in front of a notary, as it requires a notarized act. Opening an ASBL, on the other hand, can be done with a private act, and therefore we can assist with this.
Before you set out to set up an AISBL however, we encourage you to consider if this is really something that you need. The process of setting it up is far more lengthy, costly and complicated. Meantime, the majority of activities can be carried out as an ASBL, including having members and activities outside Belgium. Besides, if really needed, an ASBL can be converted into an AISBL at a later date.
DIP
26.08.2023 at 16:20Hello ,I want to open an NGO in Belgium, I am from Bangladesh, We have a NGO in Bangladesh since 2001. is it possible to open NGO in Belgium.
adminact
30.08.2023 at 13:38Hello, Yes it is possible for people and organisations from outside Belgium to open an NGO in Belgium.
Rene Birger Pedersen
15.11.2023 at 16:41Hi, Is it possible to buy a pre-registred ASBL number , if we want to avoid the hassel with registration ???
EAI services
16.11.2023 at 12:39Hi Rene,
What an original idea 🙂
An ASBL is an association formed by either physical persons or by legal persons (i.e. members of the association) for a specific non-profit purpose that is stated in its founding statutes and which determines what this organisation does (and also how it spends and obtains its financial means). The registration process is not only a way to obtain a company number, but a process of specifying such non-profit purpose and activities of the association that fulfill it, and a process of setting up a governance structure, starting from deciding on such structure all the way to actually appointing people into specific roles, for instance the Board of an association.
This is why the idea of buying a number seems rather odd, because you’d need to buy the entire membership and governance structure with it – which is rather impossible.
We have designed a process to make an ASBL registration as painless as possible, so send us an email if you are serious about your project.
Besher Kanjo
25.02.2024 at 23:29Hi, thanks a lot for such great article. In case a member of the NGO is non-EU and non-resident in Belguim, after the registration is complete, would that member get benefits owning NGO in Belguim to get visa and/or residency to Belguim? In other words, would registering an NGO while one is a resident and another is not, help the later to get a visa?
My second question, can non-Eu legally resident students register NGO that would focus mainly on youth work and community service, Erasmus+ etc.?
Much appreciated
EAI services
20.03.2024 at 17:21Hello, thank you for your kind words. Unfortunately we cannot advise on visa matters as this is beyond our specialty. Non-EU residents can also register an ASBL in Belgium, there is no obstacles to that.
basneth Avinash
28.02.2024 at 09:16hi i am comple new for creation i wants to all procedure from you i have 1-11 formulaire; process-verbopuche status purposal etc just need to stzart procedure pls send me appointment xith costs thanks 0466314627 basneth avinash
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20.03.2024 at 17:17Hello, if you have been able to prepare all the documents yourself, you do not need our services. You can submit them directly in the Tribunal de l’Entreprise.
basneth Avinash
06.03.2024 at 09:24Dear
from a long time been contacting with you to create ASBL from your Org please send me apt my phone is 0466314627
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20.03.2024 at 17:17Hello, we have sent a reply to one of your emails. Please check your spam folder if you haven’t found it in your inbox.
Ana N
19.03.2024 at 15:43Thank you very much for this comprehensive article!
A question: is it possible to set up a NGO in Belgium without actually opening a physical office? Meaning, what options are for the headquarters address except having a physical office or registering at somenone’s home? Are there companies / services providing addresses for NGOs such as a PO box for a fee?
Thank you!
EAI services
20.03.2024 at 17:20Hello Ana, yes you can register an ASBL at a private address or you can use a ‘domicilation’ services offered by a lot of co-working spaces or by companies dedicated to offering such services exclusively. You can google for ‘domicilation’ and ‘siege social’ with keywords such as Brussels, Belgium (try also in French)to find these offers.
Mirsada Spaho
10.10.2024 at 15:18Hello, we are planning to set up an ASBL and I have some questions:
Is it obligatory to have a General Assembly with all Members participating in person? Or can it be an online Meeting?
Can a final version of Statutes be sign electronically or it has to be original signature?
Is it always obligatory to go to notary?
EAI services
10.10.2024 at 16:39Hello Mirsada,
It is not obligatory to go to a notary to set up an ASBL. It can be set up with what is called ‘a private deed’. However you statues needs to fulfill the legal requirements for ASBLs and you need to know what other documents and forms to deposit for your registrations. Legal firms, accountancy firms, as well as the European Activism Incubator, can provide assistance with that. You can also contact the Tribunal and try to figure it all out yourself.
The statutes, as far as we know needs to have original signatures of founders on the same original documents. The same holds for other documents and forms.
It is possible to include in the statues the rules for remote participation of members in the General Assembly. This is different to holding it fully online.