BELGIUM Law and Practice Contributed by: Steven De Schrijver, Allegiance Law
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 incor- porated in Belgium as a private limited liability company ( besloten vennootschap (BV)/ société à responsabilité limitée (SRL)). Belgian corporate law provides a flexible corporate framework for the organisation of companies. There is no initial capital requirement for incorporation of a private limited liability company, but it requires a suf- ficient equity for the first three years to perform the envisaged activities, as shown in a financial plan that is filed with the notary at incorporation. To establish a limited liability company in Bel- gium, 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 execu- tion 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 business structure is specifically crafted to offer flexibility, allowing entrepreneurs to cus- tomise incorporation documents according to their specific requirements. In contrast to the public limited liability company ( naamloze ven- nootschap (NV)/ société anonyme (SA)), there is no requirement of a minimum capital, but 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 by a deci- sion by simple majority taken by the sharehold- ers.
companies have been early-stage enterprises with no revenue or have been acquired for the sake of adding skilled talent. Belgium, known for its human capital, stands as a pivotal hub attracting global attention – not only for its inno- vative advancements but also as an increas- ingly attractive destination for M&A within the realms of technology and life sciences, fostering a dynamic environment that consistently fuels growth, collaboration and investment opportu- nities. A current trend in the AI industry is the increas- ing use of AI in healthcare, particularly in areas such as disease diagnosis, drug development and personalised medicine. Thanks to fertile cross-pollination between biotech, medtech, pharmaceuticals and healthcare, Belgium offers a unique life sciences ecosystem that is under- pinned by a robust financing landscape as well as a supportive government. The 2022 global market downturn significantly impacted listed companies across the world. Amid these formidable challenges, the Belgian life sciences sector faced its share of difficulties. Nevertheless, the resilience shown by Argenx and privately funded biotech firms supported the industry, enabling it to withstand the turmoil. Presently, the biotech landscape in Belgium has rebounded, reaffirming its standing as Europe’s second-largest biotech market – trailing behind only Denmark.
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