Belgium: Attractive for European and International Associations
Belgium is considered a very attractive jurisdiction for setting up associations and other non-profits. Roughly 110,000 NPO exist; 2,000 of them being international NPOs (“Associations internationales sans but lucratif”). While administration is substantial, a law enacted on 2 May 2002 has greatly simplified the legal regime of the NPOs, e.g., re: accountancy and donations made to the NPOs. Below is a brief overview of what European and International associations can expect when establishing roots in Brussels.
-A legal seat in Brussels is the first step towards effective institutional relations and international advocacy.
-The Non-Profit Organisations Law does not impose any requirement related to the nationality of the members of the association or the members of the administration body (some conditions apply if not EU).
-Compliant administration takes some time and knowledge of the Belgian legal and tax system
-Some (notably trade unions) view the obligation to publish accounts as a disadvantage and elect not to incorporate and enjoy legal personality.
There are two relevant forms of non-profit associations with legal personality:
-Non-profit association (association sans but lucrative (ASBL); vereniging zonder winstoogmerk (VZW)).
-International non-profit association (association internationale sans but lucrative (AISBL); internationale vereniging zonder winstoogmerk (IVZW)).
In addition, the law also provides for the possibility to set up a Belgian centre of operations of a foreign non-profit organisation .
The Non-profit Association
An ‘association sans but lucrative’ needs to meet the following conditions:
-The registered office must be in Belgium.
-It must have at least three founders (natural or legal persons). Different member categories are possible. There are no nationality requirements but the head office must be in Belgium
-The articles of association must include certain information.
-The articles of association and information about the directors must be published in the appendices to the Belgian Official Gazette
-Two formal decision making bodies have to be created: the General Assembly and the Board. The board of directors is a collegiate body that includes at least three directors (two if there are only three members), irrespective of their nationality.
-The representation of the association and the day-to-day management can be granted to particular person(s) or a legal entity.
The International Non-profit Association
An ‘association internationale sans but lucrative’ is quite similar to the ASBL, but has an international character, carried by the international nature of its purpose. Practically, this means that the achievement of its purpose must potentially be useful beyond the Belgian territory.
-An international non-profit association must be created by notarial deed and requires approval by Royal Decree. This process usually takes several
-It must only have two founders (natural or legal persons).
-The administration and corporate structure of an international non-profit association are more flexible than in a regular non-profit association, to facilitate the implementation of alternative governance schemes.
The creation of a non-profit association takes a minimum of 30 days, for an international non-profit organisation, that time period is likely to double. Certain contracts and commitments towards third parties can be taken on behalf of the association in the process of incorporation. Here are four critical steps in establishment:
-Creation of statutes in line with Belgian non-profit law. Translation into French, Dutch or German (depending on the location of the non-profit association’s registered office).
-Signature of articles of association by founding members
-Filing of statutes (together with all related documents) with the clerk of the Commercial Court, and published in the Annexes to the Belgian State Gazette. In case of an AISBL, creation of notarial deed.
-ASBL: Publication is usually made in less than two months from filing (if all information is in order) and makes the existence of the non-profit association enforceable towards third parties. AISBL requires an approval by Royal Decree which will take several months.
-A register of the members must be kept at the registered office of the non-profit association.
-Excerpts of decisions appointing or removing directors, liquidators and auditors, or amending the articles and so on, must be published.
-Annual accounts must be prepared and filed. The form and content of these accounts, and the publication formalities, depend on the size of the non-profit association (Article 17, Non-Profit Organisations Law).
-Each year, the board of directors must prepare the annual accounts for the previous financial year and the budget for the next year, and submit these documents for the general meeting’s approval.
-Compliance with tax regime: Non-profit organisations are usually exempt from corporate tax and only subject to the “tax on legal entities”. A non-profit organisation is not considered to be a Belgian VAT taxpayer unless it carries out economic activities in Belgium. However, if a non-profit organisation supplies goods or renders services for a price within the meaning of the VAT laws, it is ordinarily liable to VAT. Therefore, it is important to verify how an organisation obtains its income.
In order to strengthen its position as the #1 international organization city in the world, visit.brussels has set up the Association Bureau, providing a one stop shop of information to those wishing to develop their activities in Brussels.
The European Society of Association Executives (ESAE) offers support and advice to association leaders aiming to setup their headquarters in Belgium. Benita Lipps – Head of Association Management at Interel Europe – is one of their board members.
Professional association management companies like Interel offer support in the setup and management of associations in Brussels. This includes strategic support, implementation advice, a registered office address and other infrastructure, support in creating associations and secretariat support once the association is up and running.