26-11-2021

These days, society digitizes continuously and in all areas. Company law is following the same trend. Since August 1, it is possible to set up a company electronically.

Principles:

Already in 2019, the European Parliament and the Council of the European Union stated in their directive of 20 June 2019, that it was necessary to provide for procedures on the basis of which the incorporation of companies could be carried out entirely online, with the aim of reducing: costs, time and administrative burdens - associated with an incorporation(1).

With the introduction of the law of 12 July 2021(2) , the directive, as mentioned before, was transposed into Belgian law and the possibility of the electronic incorporation of a company became reality. Since August 1, 2021 deeds of incorporation can be passed through an electronic platform and, in principle, the founder no longer needs to be physically present at the notary, with some exceptions.

The substantive requirements for a deed of incorporation, as included in the Companies and the Associations Code, remain unchanged, so that the intervention of a notary for the incorporation of a company is still mandatory.

Electronic platform operation:

In order to facilitate the electronic incorporation of a company, an online platform was launched by Fednot: startmybusiness. At present, only a BV (private company with limited liability), CV (cooperative company) or NV (public limited company) can be incorporated through this platform.

The founder needs to provide information and documents via the platform in order to prepare the deed of incorporation. For example, the name of the company, the details of the founder(s), the financial plan, the bank certificate... Astrea can assist you in this matter and coordinate these aspects with the notary. Together with a notary of your choice the draft deed of incorporation will be drawn up. Finally, a video conference will take place during which the deed of incorporation will be signed electronically using your eID or via itsme.

After signing and executing the deed of incorporation, the notary will deposit the deed of incorporation for publication, within 10 working days.

Conclusion

The introduction of the possibility of incorporating a company electronically means that the incorporation can be less cumbersome and swifter. Nevertheless, it is still advisable to be carefully informed before incorporating a company, as each personal situation requires an individual approach.

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1. Directive 2019/1151 of the European Parlement and Council of 20 June 2019 amending Directive (EU) 2017/1132 on the use of digital tools and processes in the context of company law, OJ 11 July 2019.

2. Law of 12 July 2021 amending the Companies and Associations Code and the Law of 16 March 1803 regulating the notary profession and containing various provisions following the transposition of Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 with regard to the use of digital tools and processes in the context of company law, Official Gazette 15 July 2021.