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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

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.

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. 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.

36 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.

  • Yasen Markov

    13.08.2020 at 19:56 Reply

    Hi,
    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 21:51 Reply

      Hi 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 22:08 Reply

    Dear EAI services,
    this indeed helps!

    Many thanks for the swift reply,

    Yasen

  • Antonio Sforna

    26.09.2020 at 12:14 Reply

    Hello 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 16:03 Reply

      Dear Antonio, Yes members of an ASBL Board of Directors can be non-Belgian and non-residents.

  • Jessica L

    29.09.2020 at 00:24 Reply

    Hello!
    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 16:02 Reply

      Dear 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 13:05 Reply

    may I know the cost of vat registration?

    • EAI services

      06.10.2020 at 12:02 Reply

      Dear Zilani, the VAT registration with the Belgian federal tax authorities (SPF Finance) is free of charge.

  • ferdinand onuoha

    07.10.2020 at 18:49 Reply

    please 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 12:32 Reply

      Dear 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 13:22 Reply

    Dear,

    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 19:40 Reply

      Dear 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 15:50 Reply

    Hello,

    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!

  • Ahmed Mahmoud

    31.10.2020 at 20:44 Reply

    Hi 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 21:18 Reply

      Hi 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 14:31 Reply

    Hi 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 17:27 Reply

      Hi 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.

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