PART 1: COMMERCIAL LAW
1. BELGIAN COMMERCIAL LAW
INTRODUCTION
Legal rules:
1) Determine rights and duties of parties engaged in trade and commerce
2) Govern disputes arising out of ordinary transactions of buyers and sellers
3) Settle issues concerned with banking, insurance, …
Eg: commercial contracts, commercial legislation, …
• Insolvency, bankruptcy, liquidation
• Arbitration
➔ Faster but not cheaper
➔ procedure in which a dispute is submitted, by agreement of the parties, to one or more
arbitrators who make a binding decision on the dispute
• Alternative dispute resolution
• Construction and real estate
SOURCES OF COMMERCIAL LAW
1. LEGISLATION
• National legislation
• International law
➔ Traditional international law
− Bilateral/multilateral treaties
− Law of EU
1) Directives (made by EU institutions and send to others)
2) Regulations (not transposed, published for all states at same time, applies for
whole union, published in 17 different languages)
2. JURISPRUDENCE
• Body of decisions by tribunals and courts
• Binding between parties
• Influential towards third parties
3. DOCTRINE
• Articles by lawyers
• Not binding
• Influential
,4. CUSTOMARY LAW
• Historic roots
• Limited nowadays
STARTING UP A BUSINESS IN BELGIUM
GENERAL REQUIREMENTS
ENTERPRISE DATABASE
• Crossroad enterprise database
• Modernizing old registry of commerce
• Exchanging information between administrations => cross road
• Unique identification number + data
Who?
1) Natural persons
2) Legal entities
Where?
1) No direct access to enterprise database
2) Introduction of enterprise counters
3) Several institutions recognized by Government
4) Handle formalities concerning starting up, modifications, ending
BANK ACCOUNT NUMBER
• Requirement to have bank account
• Quite normal nowadays but dates from ‘50
• Mention it on all business documents
• Stimulate use of credit money => chartal money
BOOKKEEPING
• Obligation for every business
• Very simple bookkeeping for small businesses
• Double entry accounting for companies
ACCESS TO INDEPENDENT PROFESSION
Liberal professions:
− Requirements set by law
− Professional codes often with professional secrecy
, VAT-NUMBER
• Very small businesses: exempt
• Small to medium businesses: quarterly turnover declaration
• Medium to large businesses: monthly turnover declaration
SOCIAL SECURITY NUMBER
Social security number for:
1) Natural persons:
• Entitles to social protection
• Contributions
2) companies
• tax
SETTING UP A COMPANY
WHAT IS A COMPANY?
• Cooperation between 1 or more persons
• Who agree to contribute goods or services
• To do business
• With objective to provide pecuniary advantage to associates/shareholders
SORTS OF COMPANIES
1) With or without legal personality
2) With or without limited liability
3) Capital money vs persons company
With or without legal personality
• Law recognized cooperation as person
• Natural vs legal person
• Subjective rights and obligations:
− Property
− Obligations
− Liability
− …….
• Consequences of legal personality
− Identity (name, seat, nationality)
− Assets
1. BELGIAN COMMERCIAL LAW
INTRODUCTION
Legal rules:
1) Determine rights and duties of parties engaged in trade and commerce
2) Govern disputes arising out of ordinary transactions of buyers and sellers
3) Settle issues concerned with banking, insurance, …
Eg: commercial contracts, commercial legislation, …
• Insolvency, bankruptcy, liquidation
• Arbitration
➔ Faster but not cheaper
➔ procedure in which a dispute is submitted, by agreement of the parties, to one or more
arbitrators who make a binding decision on the dispute
• Alternative dispute resolution
• Construction and real estate
SOURCES OF COMMERCIAL LAW
1. LEGISLATION
• National legislation
• International law
➔ Traditional international law
− Bilateral/multilateral treaties
− Law of EU
1) Directives (made by EU institutions and send to others)
2) Regulations (not transposed, published for all states at same time, applies for
whole union, published in 17 different languages)
2. JURISPRUDENCE
• Body of decisions by tribunals and courts
• Binding between parties
• Influential towards third parties
3. DOCTRINE
• Articles by lawyers
• Not binding
• Influential
,4. CUSTOMARY LAW
• Historic roots
• Limited nowadays
STARTING UP A BUSINESS IN BELGIUM
GENERAL REQUIREMENTS
ENTERPRISE DATABASE
• Crossroad enterprise database
• Modernizing old registry of commerce
• Exchanging information between administrations => cross road
• Unique identification number + data
Who?
1) Natural persons
2) Legal entities
Where?
1) No direct access to enterprise database
2) Introduction of enterprise counters
3) Several institutions recognized by Government
4) Handle formalities concerning starting up, modifications, ending
BANK ACCOUNT NUMBER
• Requirement to have bank account
• Quite normal nowadays but dates from ‘50
• Mention it on all business documents
• Stimulate use of credit money => chartal money
BOOKKEEPING
• Obligation for every business
• Very simple bookkeeping for small businesses
• Double entry accounting for companies
ACCESS TO INDEPENDENT PROFESSION
Liberal professions:
− Requirements set by law
− Professional codes often with professional secrecy
, VAT-NUMBER
• Very small businesses: exempt
• Small to medium businesses: quarterly turnover declaration
• Medium to large businesses: monthly turnover declaration
SOCIAL SECURITY NUMBER
Social security number for:
1) Natural persons:
• Entitles to social protection
• Contributions
2) companies
• tax
SETTING UP A COMPANY
WHAT IS A COMPANY?
• Cooperation between 1 or more persons
• Who agree to contribute goods or services
• To do business
• With objective to provide pecuniary advantage to associates/shareholders
SORTS OF COMPANIES
1) With or without legal personality
2) With or without limited liability
3) Capital money vs persons company
With or without legal personality
• Law recognized cooperation as person
• Natural vs legal person
• Subjective rights and obligations:
− Property
− Obligations
− Liability
− …….
• Consequences of legal personality
− Identity (name, seat, nationality)
− Assets
