Digital incorporation
As of 1 August 2021, the incorporation of a company can be performed entirely digitally and remotely. The substantive validity requirements remain unchanged. The intervention of a notary is still necessary, but the parties can now convene by video conference. The dematerialised deed is signed using the electronic signatures of the founders and the notary, using the founders’ Belgian eID or itsme.
Fast track thanks to StartMyBusiness
In order to facilitate this kind of digital incorporation, the Royal Federation of Belgian Notaries created a dedicated platform entitled StartMyBusiness specifically for this purpose. You enter a number of details which are automatically forwarded to the notary of your choice, who then draws up the deed based on this information.
The time limit for filing the deed is shorter with digital incorporations. The incorporation becomes effective within 10 working days of the execution of the deed of incorporation and payment of the cost of publication in the Belgian Official Gazette.
Physical presence still required?
Digital incorporation is not possible if the incorporation involves a contribution in kind. Moreover, the notary may still request that the parties be present in person if there is a suspicion of identity fraud, or if it is necessary to verify the commercial capacity of a specific individual or the fact that this individual is actually entitled to represent the legal entity on whose behalf they are acting.
Statutory mandate database simplifies searches
In addition to digital incorporation, a second important change associated with the Company Law Digitalisation Act is the so-called statutory mandate database. Previously, any power of representation had to be published in the Annexes to the Belgian Official Gazette. Finding this information lacked structure and was time consuming. The statutory mandate database will make this process considerably more straightforward.
You can easily check a power of representation and any changes to the directors’ powers by visiting the following website www.statuten.notaris.be. Companies must file these powers of representation individually. However, existing companies do not have to comply with this obligation immediately. They only need to do so when next filing their coordinated articles of association.
If you would like further information concerning the digital incorporation of a company or the new statutory mandate database, please contact our Business Legal team.