Businesses subject to registration with the Crossroads Bank for Enterprises

Timeline

2003: The Crossroads Bank for Enterprises (CBE) gives all commercial businesses a unique ‘company number’.

30 June 2009: The extension of the requirement to be registered with the CBE to also cover private non-commercial businesses comes into effect. This means that the liberal and intellectual professions – including lawyers, architects, pharmacists, doctors, notaries and members of the paramedical professions – now receive their own company number.

Those who were already practising a liberal profession or a non-commercial activity before 30 June 2009 were automatically included in the CBE database. Those who started their activities after 30 June 2009 could contact the Formalis one-stop shop to arrange their registration. This meant that initial registration with the CBE was free for private non-commercial businesses. However, any subsequent modification to or termination of the activities was subject to payment.

N.B.: Not all practitioners of liberal and intellectual professions are private businesses, and vice versa. A private non-commercial business under private law is any private business which has a business unit in Belgium and therefore pursues an economic activity there, but which does not have commercial business status.

A liberal and intellectual profession is any self-employed professional activity providing services or supplying goods which does not constitute a commercial act or a craft activity and whose practitioners provide services of a mainly intellectual nature, acting in the interest of both their clients and the community at large.

In practice, this means that most practitioners of liberal and intellectual professions are private non-commercial businesses. However, there are some exceptions. For instance, while ‘real estate broker’ is a liberal and intellectual profession, its practitioners are not private non-commercial businesses.

1 November 2018: The reform of the Belgian Companies Code comes into force.

This is based on the Act of 15 April 2018 reforming company law

A. The term “trader” is replaced by “business”

The notions “commercial business” and “non-commercial business” are replaced by the more general notion “business subject to registration“.

A business is defined in the Belgian Code of Economic Law [1] as:

“any individual pursuing a professional activity on a self-employed basis” (e.g. a sole trader, a company manager, an Uber driver, an artist, anybody pursuing a liberal profession (a lawyer for instance));
“any legal person” (i.e. any company, non-profit organisation or foundation);
“any other organisation without legal personality” (e.g. a common-law company, an internal company or a joint venture), EXCEPT de facto associations (as long as the relevant organisation does not distribute profits to its members).

The following are not considered a business:

“any organization without legal personality which does not have the purpose of distributing profits to its members or in practice distribute profits to its members or to persons who exercise a decisive influence over the organisation’s policy”;
“any legal person under public law that does not offer goods or services on a market”;
the public authorities (e.g. the federal State, the regions, the communities and the provinces).

One other ramification of all this is the ‘Commercial Court’ becoming the ‘Business Court’.

B. Businesses subject to registration[2]

The following businesses are required to register with the CBE, before starting their activities, as a business subject to registration:

any business under Belgian law, within the meaning of Article I.1(b) and (c);
any company having a registered office, branch or business unit in Belgium.

The following are NOT required to register as a business subject to registration:

“partners with unlimited liability of a company without legal personality, a partnership or a limited partnership, for the professional activity of the company, provided that the affected company itself is registered;

Given the abolition of the notion of commercial and non-commercial businesses, all registrations, modifications and terminations will now be subject to payment (even first-time registrations).

[1] Art. 35 of the Act of 15 April 2018 (Act reforming company law)

[2] Art. 70 of the Act of 15 April 2018 (Act reforming company law)

C. New registrations

Company (organisation) without legal personality

Companies without legal personality, i.e. operating without a trading name, cover:

common-law companies;
internal companies; and
joint ventures (often used for construction activities).

For registration, one-stop shops will use a declaration produced by the company without legal personality itself; it is not necessary to have articles of association

=> registration at their own initiative within six months (until 30 April 2019)