Under the aim of creating a more attractive business climate, changes were made to the existing company law. In that context, the legislator has done away with the ‘trader’ concept, replacing it with the umbrella term ‘enterprise. Besides forming the basis for the rules of the Code of Economic Law, the Judicial Code and the Civil Code, the new enterprise concept also has consequences for registration with the Crossroads Bank for Enterprises (CBE).
The requirement to register with the CBE gets a broader scope
Based on economic law, who must register with the CBE as from 1 November 2018?
- every legal entity under Belgian law
- every other (for profit) organisation without legal personality under Belgian law
- every entrepreneur/company (natural person, legal entity or organisation without legal personality) who has their registered office, a branch or a business unit in Belgium.
The business counter will register these companies in their capacity as an ‘enterprise subject to registration’.1
In the past, businesses without legal personality (such as temporary companies or partnerships) and non-profit associations could escape the registration requirement, for instance because they were not required to have a VAT number or weren’t registered with the Social Security Office as an employer. From now on that is no longer possible. However, the legislator did provide a few exceptions to the registration requirement.
Registration is not required for:
- partners with unlimited liability in a company without legal personality (e.g. the partners of a partnership), the managing partners of a general partnership (VOF: Vennootschap Onder Firma) or a limited partnership (CV: Commanditaire Vennootschap);
- industry associations;
- legal persons under public law (with some exceptions);
- natural persons who hold a management position;
- natural persons who are active in the sharing economy, insofar as their salary does not exceed the EUR 5,210 (indexed) threshold.
Does this mean that actual associations (tennis clubs, golf clubs etc., organised as actual associations) must register with the CBE, as they are businesses without legal personality? No, actual associations (any association without legal personality according to the Belgian Companies Code) are not required to register with the CBE because in principle, they do not have a profit motive. Note: if they do, or if they award hidden material gains to their members or decision-makers, they must indeed register.
The registration fee
Up to 31 October 2018, initial registration was free for non-commercial companies (liberal professions, agriculture and horticulture, etc.). However, following the company law reforms, the distinction between trade and non-trade businesses disappears – they all become businesses required to register. This also means the end of different treatment in terms of registration fees. Therefore, as from 1 November 2018, each and every person or company, hence also liberal professions, etc., will pay a registration fee of EUR 87. On Friday 26 October 2018, we were informed that the umbrella Royal Decree concerning the invoicing will not be ready on time.
This means that for the time being, new businesses required to register (partnerships etc.) do not have to pay for registering with the CBE.
A distinction is made between registered entities, i.e. entities whose details are kept in the CBE, and enterprises subject to registration, i.e. companies which have to register with the CBE through a business counter. The list of registered entities is much broader than the enterprises subject to registration.