Frequently Asked Questions

StartMyBusiness was developed to comply with European directive 2019/1151. This directive states that EU citizens should be able to incorporate a company in one of the member states from any EU member state without having to physically appear before an authority.

StartMyBusiness works with a fully electronic authentic deed, i.e. with online electronic signature.

The current version allows you to incorporate a BV/SRL (private company with limited liability), a CV/SC (cooperative company) or an NV/SA (public limited company) under Belgian law.

In future, it will also be possible to incorporate other forms of enterprise.

In principle, every citizen of an EU member state with a valid electronic means of identification can use the app.

Company incorporation is subject to European directives and Belgian law. The eAkte/eAct is signed using an electronic means of identification that complies with the stipulated eiDAS standard.

The StartMyBusiness app basically consists of two modules:

• a section for the citizens/entrepreneurs;
• a section for the notary.

Each part of the app has been specifically developed to be able to manage and follow up the entire process as a citizen/entrepreneur or as a notary and to successfully complete the incorporation.

The citizen/entrepreneur will also use other interfaces throughout the procedure:

• Videoconferencing platform (preferably WEBEX);
• The platform where the eAkte/eAct will ultimately be signed;
• Possibly the platform on which the person and their eiDAS-compliant electronic means of identification are registered beforehand, so that the signing procedure runs smoothly.

The people who will ultimately be signing the deed of incorporation should provide a valid e-mail address and possibly in certain cases an active and accessible mobile phone number in order to use the apps and fulfil the procedure.

1. You register on the platform.
   You log on using a strong electronic means of identification, in accordance with the eiDAS directive.
   
2. You upload certain data (name, persons, etc.) and documents (business plan, bank certificate, etc.) to prepare your deed.
   
3. You choose a notary who will draw up your deed.
   
4. Together with the notary, you draw up a draft deed.
   
5. You make an appointment and take part in a videoconference to sign the deed.
   The hyperlink to the videoconference appointment is sent to the available and validated e-mail address of each participant (signatories).
   
6. You sign the deed electronically.
   Once final agreement has been reached on the text of the authentic deed, a process is started whereby the document to be signed is created and offered on the signing platform. The signing itself comprises the entry of a PIN code belonging to the available electronic means of identification and the corresponding certificate.

Based on a Belgian eiD or ‘itsme’, or an equivalent eiDAS-compliant means of identification of another EU member state.

Electronic IDentification Authentication and trust Services is a European regulation on electronic identification and trust services for electronic transactions in the internal market. The aim of this regulation is to strengthen confidence in electronic transactions in the internal market by providing a common basis for secure electronic interaction between citizens, businesses and governments, and to thus increase the effectiveness of public and private online services, e-business and electronic commerce in the European Union. Cross-border business is easier for users and involves less administration.

There is no minimum or maximum time limit for completing the incorporation procedure. However, you need to take into account the time the notary needs to prepare the deed.

• The notary explains the deed and makes any final adjustments. Once all the parties agree on the text, the notary starts the signing procedure. The signing takes place in a separate, secure application space that is only communicated to the people who have to sign the deed.
  
• The application then creates the final version of the deed of incorporation that will be signed in a format that allows the original to be saved and kept for a long period of time (‘pdf/a’).
  
• As soon as the document on the signing platform is ready to be signed, each of the people who have to sign receive an e-mail at the e-mail address given previously with a link to the environment where they can sign the deed.
  
• Each of the people who have to sign will have to open the link in the e-mail.
  
• The deed is then signed by each person using the digital means of identification with the corresponding PIN code. This adds the person’s signing certificate to the deed.
  
• When all the founders have signed the deed, the notary also signs.

An eAkte/eAct (also ‘incorrectly’ referred to as an eDeed) is an authentic notarial deed that is solely electronically signed by the parties and the notary concerned.

In Belgium, a BV/SRL-CV/SC-NV/SA can only be incorporated by means of an authentic deed. So you need to choose a notary. You can choose any notary. All notaries in Belgium can help you incorporate your company.

You can choose a notary at any time during the procedure. Please take into account, however, that the notary needs sufficient time to prepare the deed.

As the app stands at the moment, this cannot yet be done easily.

It is, of course, possible to terminate the incorporation in the app or to delete it and start up a new incorporation dossier, choosing a different notary. In this new incorporation dossier you do, however, have to enter all the data again and upload any documents again.

If an incorporation dossier is deleted by the EU citizen, every effort is made to delete the data from the online app databases.

An electronic means of identification that meets the strict eiDAS standard or an alternative that can work with the available signing procedure.

The current technology and applications allow the use of itsme to sign an authentic notarial deed. However, this can only be done in conjunction with the notary drawing up the deed. He must be able to check whether all the necessary and adequate conditions have been met.

In future, this will be possible almost automatically, when the apps are able to support visual identification of the person wishing to use the means of identification to sign.

Before signing, the person and their means of identification must be registered on the digital signature platform. With this registration, the actions can be limited to entering a PIN code during the signing procedure.

The notary will explain which link you have to use for the registration.

Via this link, you can go through a simple registration procedure with a ‘Registration Agent’ via videoconference.

The Registration Agent goes through a few questions about personal data. This is the information that is also on your eiD. The Registration Agent will then check the identity visually (by comparing the photo on the eiD with the picture on the camera) and start the next steps. Finally, the identity is linked to the mobile phone number provided.

The one-man business is the simplest form for those wanting to work on a self-employed basis. There are few restrictions and few administrative and accounting formalities. Your ‘business’ is not a separate legal entity with its own legal personality. All the company’s acts, rights and obligations are undertaken or exercised personally by you. The disadvantage is that your personal assets and the assets of your company are one. So you are always personally liable for the debts of the business.

A company involves more formalities, but there are a number of advantages:

• this is an excellent form of enterprise for those who want a legal framework for their cooperation;
• depending on the form of company chosen, your liability is limited;
• you have more control over the continuity of your business;
• working with a company can be more advantageous from a tax point of view.

Unsure? Contact a notary for more information.

Unlike in the past, no minimum start-up capital is now required by law to incorporate a BV/SRL. That does not mean, however, that you do not have to provide resources. The law requires your company to have sufficient equity capital at the start to carry out its activities. ‘Adequate initial assets’ underpinned by a detailed financial plan are crucially important.

Furthermore, the founders always have to contribute ‘something’ to the business in order to acquire shares. A contribution may consist of funds and/or assets in kind, but know-how and labour can also be brought in.

N.B.: for other company forms, such as the NV/SA (public limited company), a minimum start-up capital of EUR 61,500 is required. Consult this platform for more information.

As a founder, when incorporating a company (with the exception of a maatschap (civil law partnership), CommV (limited partnership), VOF (general partnership) and EEIG (European Economic Interest Grouping) you have to submit a financial plan to the notary. A financial plan contains important financial data about your company. Contact an accountant or bookkeeper to have a financial plan drawn up.

The financial plan is a very important document. It is the touchstone used to assess your liability as a founder. If it emerges that the initial assets were manifestly insufficient for the normal exercising of the planned activities for at least two years when your business was set up, then as a founder you are jointly and severally liable for the undertakings entered into by the company if it is declared bankrupt within three years of acquiring a legal personality.

Consult the information on this platform to see what is needed for the company form you have chosen.

The articles of association form the basis of the deed of incorporation of your company. They are the constitution of your company, as it were. The rights and obligations of the various parties are determined in this document. When the entrepreneur starts up an NV/SA, BV/SRL or CV/SC, the notary draws up the deed of incorporation (and the articles of association). With a maatschap/parténariat, VOF/SNC and CommV/SComm, this is only required if real property is brought in.

Various things are described in the articles of association, such as the name of your business, the registered office, the object of your business, the initial assets, etc.

You will find more information about the contents of the articles of association on this platform.

eStox is a secure electronic securities register developed by the Institute of Accountants and Tax Consultations (IAB/IEC) and the Royal Federation of Belgian Notaries (Fednot).

In the past, share registers only existed in paper form. As a result, these registers were not always up-to-date or they were lost. Hence the need for a digital share register to avoid discussions: eStox.

Every notary and accountant has had access to eStox since May 2019. Notaries, accountants and tax consultants ensure that the data are properly recorded. When incorporating your company, modifying the articles of association or transferring shares, they register data on the security holders for you.

Another advantage is that eStox can convene a general meeting by e-mail, provided that it has the e-mail addresses of the shareholders. eStox therefore considerably simplifies administrative tasks. For a meeting to be validly convened, however, the articles of association of the company must stipulate that the administrative body can convene the general meeting by e-mail.

In addition, there is a direct link between eStox and the UBO register. Data concerning shareholders who own more than 25% of the shares can therefore be passed on to the FPS Finance automatically.

Any questions about this? Discuss it with your notary or accountant.

The notary is a legal adviser who has undergone special training and has thorough expertise enabling him to intervene in various fields of law. He has a knowledge of tax law, family law, succession law, property law, corporate law, administrative law and more.

His very detailed yet broad knowledge enables the notary to deal with the various matters that often come up in the same dossier. He is therefore in a position to provide citizens with advice on their rights and obligations as well as on the legal, financial and tax consequences.

He ensures that every document or transaction is legally secure.

As a public official, he has a duty of impartiality and is bound by professional secrecy. This makes him a neutral and independent confidential adviser.

These are the most important tasks of a notary:

1. Notarial deeds: he drafts and ratifies agreements and ensures that they have probative force and are enforceable. To this end, he listens to the parties, informs and advises them, analyses the dossiers, estimates the costs and collects the necessary administrative data. He then draws up the deeds and signs them, thereby assuming liability. He also takes care of the formalities once the deed has been signed (registration, inclusion in the central register of wills or marriage contracts, etc.). 
   
2. Private agreements: at the request of the parties, the notary can draw up a private deed. This document does not offer the same guarantees as a notarial deed, is not subject to the same formalities and also involves other costs.
   
3. Inheritance settlements: the notary keeps the wills entrusted to him by his clients. Upon their death, he contacts the heirs, provides the necessary information about accepting or refusing the inheritance, ensures that the heirs can take possession of the goods, distributes the inheritance and draws up the declaration.
   
4. Consultancy
   
5. Real-estate negotiations and real-estate expertise: for example, when selling real estate or as regards a notification of inheritance.
   
6. Legalisation of signatures: this competence is exclusive to the notary. The notary legalises the signatures on documents signed in his presence.
   
7. Asset management: for example with leases and tenancies.
   
8. Mediation and conflict prevention: mainly with regard to family matters.

First and foremost, the notary provides information. He informs you about the various company forms, advises you to take a certain direction depending on your personal situation and brings to light any major problems by asking the right questions before the company is incorporated.

His broad knowledge means that when incorporating a company, he is immediately able to take account of the possible impact of this on your matrimonial property system, bequeathing your company in the future, etc.

He then draws up the deed of incorporation, with articles of association in line with your wishes and needs. This authentic deed is mandatory among others for BV/SRL (private companies with limited liability), NV/SA (public limited companies) and CV/SC (cooperative companies).

He will check, among other things, whether the name that you want to choose is still available, whether your description of the company purpose is sufficiently precise and which specific rules you would like to establish for share transfers, the exercising of the right to vote or profit distribution.

He will also ensure that all the legal obligations (financial plan, bank certificate, reporting, etc.) are fulfilled, as well as filing the deed with the registrar’s office for you, having it published in the Belgian official journal and the registration in the KBO/BCE, the central business database, so that you obtain a business number quickly and can start work with peace of mind.

Starting up a business has an impact on your personal life, but also possibly on your marriage. The notary, an expert in these fields, will point this out to you. If you carry out your activity in the form of a company, the professional goods that the company has acquired belong to the company, since the company and the natural person are separate entities. Your personal property is therefore protected, as long as you are not held liable as a director. If, however, you carry out your activity as a natural person, then your personal possessions (and those of your family) may be seized if you do not take the necessary precautions. The notary will advise you, for instance, to make a declaration of non-attachment of the family home or, if you are not yet married, to have a marriage contract with separation of property drawn up when this time comes.

Yes, as long as he has received all the required data, the notary will be able to let you have the cost price of the most common deeds. For more complex deeds, you can always ask him to estimate the costs. This will guard against any surprises.

Information sheet “What do you pay at the notary’s?”