BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law
dynamic environment, bolstered by more than 70% of venture capital inflows in the first half of 2024 being channelled into AI start-ups, fosters relentless growth, cross-sector collaboration, and abundant investment opportunities. As a result, Belgian targets are posi- tioned at the forefront of strategic acquisitions. A dominant trend in AI is its explosive integration into healthcare, revolutionising disease diagnosis, person- alised medicine and AI-powered drug discovery, as exemplified by high-profile deals such as Recursion’s acquisition of Exscientia. Belgium’s unique life scienc- es ecosystem − thriving on fertile synergies between biotech, medtech, pharmaceuticals and healthcare − is underpinned by a robust financing landscape and proactive government support, including clusters such as BioVille and Ghent Bio-Energy Valley. Post-2022 downturn, the sector has spectacularly rebounded: Belgian listed biotechs now boast a mar- ket cap of EUR66.8 billion (up 42.7% year-on-year), reaffirming Belgium as Europe’s leading biotech market − ahead of all peers − with flagships such as argenx and UCB driving resilience. European life sciences M&A surged to USD48.3 billion in the first half of 2025 alone (exceeding full-year 2024), with AI and demographic tailwinds set to propel even greater activity, cementing Belgium’s role in transformative deals. 2. Establishing a New Company, Early-Stage Financing and Venture Capital Financing of a New Technology Company 2.1 Establishing a New Company New start-up companies are typically incorporated in Belgium as a private limited liability company ( besloten vennootschap , or BV/ société à responsabilité limitée , or SRL). Belgian corporate law provides a flexible cor- porate framework for the organisation of companies. There is no initial capital requirement for incorporation of a private limited liability company – although it must have sufficient equity for the first three years to per- form the envisaged activities, as shown in a financial plan that is filed with the notary at incorporation. See 2.2 Type of Entity for further details.
To establish a limited liability company in Belgium, the primary time-consuming tasks involve obtaining a bank account and crafting a financial plan. Once these prerequisites are fulfilled, the incorporation process necessitates the execution of a notarial deed before a Belgian notary, which typically takes approximately two weeks. 2.2 Type of Entity Entrepreneurs are commonly encouraged to opt for a private limited liability company (BV/SRL). This busi- ness structure is specifically crafted to offer flexibility, allowing entrepreneurs to customise incorporation documents according to their specific requirements. In contrast to the public limited liability company ( naamloze vennootschap , or NV/ société anonyme , or SA), there is no requirement of a minimum capital but – as mentioned in 2.1 Establishing a New Company – the assets must be sufficient in the light of the activ- ity envisaged. A contribution of assets without the issuance of new shares in the private limited liability company can proceed simply via a decision by simple majority of the shareholders. Nonetheless, any choice of business structure should be considered from a tax perspective. It is advisable to consult a legal and tax adviser for more detailed advice on which company structure is best suited to specific needs. 2.3 Early-Stage Financing Early-stage financing, also known as seed investment, for start-ups can be sourced from various channels – each with its own unique characteristics. Here are some of the key providers and their respective docu- mentation processes. • Using own funds – the providers and their docu- mentation processes are as follows. (a) Providers – entrepreneurs themselves provide the early-stage financing. (b) Documentation – no formal documentation is required, but keeping clear records of personal investments is advisable. • Involving family, friends and fans – the providers and their documentation processes are as follows.
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