Setting up a non-profit association (Belgium): step-by-step plan, formalities & cost.

Details

• Source (Xerius): https://www.xerius.be/nl-be/zelfstandig-worden/starten/vzw-oprichten

What is a non-profit association (vzw)?

A vzw (vereniging zonder winstoogmerk — a Belgian non-profit association) is a legal structure in which at least 2 natural persons or legal entities pursue a non-profit purpose together. A vzw may generate income and make a profit, but it may not distribute profits to its members — any profit must be reinvested in the association’s purpose.

When is a vzw a good idea?

A vzw is often suitable if you:

• want to run a project with multiple people/organisations with clear agreements (bylaws),
• want to separate cash flows and contracts from the members’ personal assets,
• pursue a socially relevant purpose (e.g., sports club, cultural association, student organisation, social project, …).

A vzw is generally not intended as a vehicle to “simply conduct trade”. Economic activities are possible, but the purpose remains non-profit.

Setting up a vzw in Belgium: practical step-by-step plan

The steps below summarise the main formalities.

1. Step 1: Gather the founders

   1. You need at least 2 founders.
   2. Founders can be natural persons or legal entities.

2. Step 2: Draft the deed of incorporation and bylaws

   1. You make the incorporation official with a deed of incorporation.
   2. The deed includes the bylaws: the basic rules of the vzw (purpose, operation, governance, membership, …).
   3. It often also includes the appointment of directors (decided by the General Assembly).

3. Step 3: File and publish (publication)

   1. The deed of incorporation is signed by all founders.
   2. You then file the documents with the registry of the Enterprise Court (according to the procedure).
   3. The incorporation is subsequently published (including in the Belgian Official Gazette).
   4. Members register: you keep this at the registered office of the vzw; you do not need to file it.

4. Step 4: Open a bank account

   1. Open a (professional) bank account in the name of the vzw.

5. Step 5: VAT number (only if needed)

   1. Does the vzw carry out VAT-liable activities? If so, you must apply for a VAT number.

6. Step 6: UBO register

   1. Directors must register the “ultimate beneficial owners” in the UBO register: https://financien.belgium.be/nl/E-services/Ubo-register

How much does it cost to set up a vzw? (Xerius – indicative price)

Xerius mentions a total price of €505.94 (incl. VAT) for their service, including, among other things:

• drafting and filing documents for publication of the incorporation,
• publication costs at the registry of the Enterprise Court,
• registration of the deed of incorporation.

Note: in addition to this cost, you will of course still need to make substantive choices and provide texts (e.g., bylaws). If you want maximum legal certainty for “watertight” bylaws, it’s best to consult a legal professional.

Frequently asked questions (short)

• Can a vzw make a profit?

  Yes, but the profit may not be distributed to members and must go toward the non-profit purpose.

• Do you always need to be two founders?

  Yes, you need at least 2 founders to set one up.

• Do you always need VAT?

  No. Only if the vzw carries out VAT-liable activities.

Related

• Vennootschapsvormen & vzw (context: company forms and vzw)