Setting up a Belgian ASBL: steps, articles and pitfalls

What a Belgian ASBL is for

A Belgian ASBL pursues a disinterested purpose. It does not aim to enrich its members. Since the Code of Companies and Associations (CCA) of 2019, it may also run economic activities with no cap on volume. However, the association can never grant a direct or indirect financial benefit to its founders, members or directors.

For example, a sports club can sell drinks. A homework school can also charge for holiday courses. The income serves the project, never the members' pockets. This principle shapes every step of setting up a Belgian ASBL.

Before you start: three points to settle

First, clarify the project behind your Belgian ASBL. Three questions come up every time.

• Purpose: which cause does the association serve, and for whom?
• Activities: which concrete actions will achieve that purpose?
• People: who founds it, who runs it, and who can join?

The law requires at least two founders. They may be natural persons or legal entities. However, a Belgian ASBL needs no minimum capital. There is no notarial deed either, since private articles of association are enough.

For instance, three parents who want to run a neighbourhood toy library already meet the condition. Still, they should agree on each person's role before signing.

How to set up a Belgian ASBL, step by step

The process follows five logical stages.

Draft the articles of association

The articles act as the internal law of your Belgian ASBL. Among other points, they cover:

• the name, preceded or followed by the words "association sans but lucratif" or their abbreviation.
• the registered office of the association.
• the disinterested purpose and the activities that make up its object.
• the rules for admitting, resigning and excluding members.
• the powers of the general meeting and its notice rules.
• how directors take office, leave office and exercise their powers.
• ideally, what happens to the assets on dissolution.

Avoid copying a template drafted before the CCA. The rules have changed, and outdated wording quickly causes problems.

Hold the founding meeting

The founders sign the articles and appoint the directors. They may also entrust day-to-day management to one person. Record these decisions in a dated, signed document. You will need it to file your Belgian ASBL.

File the documents at the court registry

Filing takes place at the registry of the enterprise court for the office. You submit the articles, the appointment of directors and the publication form. The association acquires legal personality on the day of filing. Commitments signed earlier therefore bind the people who signed them, unless the association takes them over.

Publish in the Moniteur belge

The registry then forwards an extract to the Moniteur belge (Official Gazette) for its annexes. Publication makes the articles and appointments enforceable against third parties. A publication fee applies, so check the current rate when you file. You can track the notice on the Moniteur belge website. Our article on publication in the Gazette explains the procedure.

Obtain the enterprise number

At filing, a Belgian ASBL receives its ten-digit enterprise number in the Crossroads Bank for Enterprises (CBE). Depending on its activities, you may also need an approved business counter. Next, open a bank account in the association's name, never in a founder's name. See our guide to CBE registration.

Ongoing duties of a Belgian ASBL

Legal personality brings lasting obligations.

Registers and general meeting

• Keep the register of members at the registered office.
• Hold the general meeting every year to approve the accounts and the budget.
• Record the beneficial owners in the UBO register, then keep it up to date.
• File every appointment or resignation of a director at the registry.

The UBO register falls under the FPS Finance. A Belgian ASBL that forgets it risks administrative penalties.

Accounts and annual filing

Accounting depends on the size of the Belgian ASBL. A small non-profit may keep simplified accounts, based on receipts and expenses. Above the size criteria set by the CCA, double-entry bookkeeping becomes mandatory. Larger associations then file their annual accounts with the National Bank of Belgium. Since the criteria change, check them every year with your accountant. Read more on filing annual accounts with the NBB.

Tax treatment

In principle, a Belgian ASBL falls under legal entity tax. However, it switches to corporate tax if it mainly carries out profit-making operations. In addition, a tax in lieu of inheritance duties of 0.17% applies once its assets exceed €25,000. Finally, VAT may apply to its economic activities, with some exemptions.

Common mistakes

• Founding a Belgian ASBL alone: the law requires at least two founders.
• A vague purpose: the object should describe concrete activities.
• Articles copied from an old template, without CCA updates.
• A personal bank account for the association's income.
• Forgetting the UBO register after filing.
• Hidden benefits for members, such as pay without real work.

Mistakes like these cost money. Directors of a Belgian ASBL may also face liability for management errors. Read more on directors' liability.

Non-profit, foundation or company: which one?

A Belgian ASBL suits projects run by a group of members. A foundation, by contrast, rests on assets set aside for a purpose, with no members. One founder can create it, but it requires a notarial deed. Finally, a company aims to share profits among its partners. Compare the options in our article on foundations.

Will the project end one day? An orderly exit route exists too. Find out how to dissolve a non-profit association.

To sum up

Setting up a Belgian ASBL takes few resources but real discipline. Two founders, up-to-date articles, a registry filing and publication get you started. Then the life of the association depends on proper registers, approved accounts and tax follow-up.

Preparing the budget of your Belgian ASBL? Juristelo helps you build a clear financial forecast for partners, banks and grant providers.