■ Formalities of Establishing Business Entities

· Are there any government controls?

In Belgium, there is no requirement to obtain any government authorization or business permit in order to establish a business, with the exception of a very few specific industries, such as the banking and broadcasting industries.

· How do I establish a branch?

To form a branch office in Belgium, the foreign corporation's Board of Directors formally must adopt resolutions opening the branch office and appointing management personnel. These resolutions, together with the Korean company's articles of incorporation and by-laws, must be translated (by a certified translator) and published in Belgium's official gazette, Het Belgisch Staatsblad-Le Moniteur Belge. The foreign corporation's translated most recent financial statements (even if the company is a privately-held entity) must be filed with the National Bank of Belgium, the country's central reserve bank. Upon publication in the official gazette, the branch office can obtain its trade registration number at the Trade Register, as well as its value added tax-identification number at the VAT Administration (see further below)

· How do I establish an NV/SA?

To set up a naamloze vennootschap (NV)-société anonyme (SA), at least two shareholders are needed; frequently the foreign parent company will hold all-but-one of the shares, and one of the company's top executives will hold the only remaining share. A paid-in capital of at least EUR 62,000 is required. There must be at least three directors (which can be individuals and/or corporate entities), or two directors if the company has no more than two shareholders. A managing director, who runs the day-to-day operations of the company, also must be appointed. The company's articles of incorporation must be filed for publication in Het Belgisch Staatsblad-Le Moniteur Belge, after which the trade registration and VAT numbers can be obtained (see further below).

· How do I establish a BVBA/SPRL?

To establish a besloten vennootschap met beperkte aansprakelijkheid (BVBA)-société privée à responsabilité limitée (SPRL), in essence the same procedure is followed as for an NV/SA. The minimum capital requirement is EUR 18,600, of which at least EUR 6,200 must be paid-in at the time of incorporation. The entity can be established with only one shareholder and only one director.

The primary difference between operating as an NV/SA versus a BVBA/SPRL lies in the easier transferability of shares of an NV/SA.

· When do I need to open a bank account?

Prior to the incorporation of the SA/NV or the SPRL/BVBA or prior to the registration of the branch office, it is necessary to open a bank account in Belgium. The account will be under the name of "the company-in-formation" or "the branch-in-registration."

There are no restrictions in Belgium on non-Belgian business entities or individuals regarding the opening of bank accounts. There are no exchange controls whatsoever on the capital or currency movements going either into or out of Belgium.

· Can I check the availability of a corporate name?

It is legally not required but possible-if not advisable-to check the availability of a corporate name, prior to the filing of incorporation or branch registration documents, through various on-line computer services. In the event one uses a corporate name which is identical or confusingly similar to another entity's name, that entity can obtain a court order prohibiting the further use of the identical or confusingly similar name, and furthermore may request compensation for certain damages.

· Which language will the incorporation documents be in?

The language of the incorporation documents will be as follows: Dutch if the registered address is in Flanders, the northern part of the country; French if the registered address is in Wallonia, the southern part of the country; the company's choice of Dutch or French in Brussels; or German in the small German-speaking, south-eastern part of Belgium.

· How does a company register with the Trade Register?

Any company doing business in Belgium--regardless whether as a branch, an NV/SA or a BVBA/SPRL--must obtain a trade registration number. It is the company's main identification number for third parties, and must appear on the company's letterhead. The trade registration number is obtained at the Trade Register, a division of the Court of Commerce located in the district where the company has its registered offices.

· How do I obtain a Value Added Tax Registration Number?

The value added tax (VAT in short) is best described as a general sales-like tax; it is not an import duty or other levy. Generally speaking, almost any business operating in Belgium is required to charge VAT to its customers and therefore to obtain its own VAT number. Upon receiving the company's trade registration number, one can obtain the VAT identification number from the VAT Administration's local office.

· Do I need to publish corporate annual reports?

Every business operating in Belgium must file, on a yearly basis, a summary of its financial accounts. The financial accounts must be filed within 6 months of the end of a company’s fiscal year. There are very detailed and specific rules and regulations as to what must appear in-and what can be left out of-those filings of financial accounts. In addition, the Royal Decree of August 4, 1996, provides that companies must add to their annual report various specific employment data (the "social balance sheet"). Some statistical reporting should be filed with the National Institute for Statistics.