Starting a business: a legal checklist

Starting a business in Belgium involves a short list of legal decisions and a long list of administrative steps. People usually get the administration right, because there are forms telling them what to do, and get the decisions wrong, because nobody sends a form about those.

This is the checklist in roughly the order the questions arrive. It is general information rather than advice: the right answer depends on what you are building, with whom, and with how much money.

Sole trader or company

The first decision, and the one with the longest shadow. Trading in your own name is simple and cheap to start, but your personal assets and your business risk sit in the same place. A company separates them, at the cost of setting-up formalities, accounts and ongoing obligations.

Belgian company law offers several forms, and the one most new businesses look at first is the private limited company. Weighing the choice properly means looking at liability, tax, the number of people involved and how you expect to be paid — which is why it is generally worth one paid hour with a lawyer or an accountant rather than an afternoon of forum reading.

The agreement between founders

If there is more than one of you, this is the item where a lawyer earns their fee most reliably, and the item most often skipped because everyone gets along at the start.

The questions that matter: who owns what proportion, what happens to a founder's share if they leave, how a deadlock is broken, whether shares can be sold to an outsider, who can commit the business, and what happens if someone stops contributing. Agreeing those while everyone is friendly costs a fraction of resolving them later.

The formalities

Practically, a company is formed by deed before a notary, gets registered and receives a company number, and is enrolled with the relevant registers before it starts trading. There is a bank account to open, a social insurance affiliation for self-employed people, VAT registration where applicable, and an accountant to appoint.

This is the administrative half. It is well documented, and most of it does not need a lawyer — but it does need to be done in the right order, because some steps assume the previous one is complete.

Your name and your marks

Two separate things people conflate. Registering a company name does not by itself give you trade mark protection, and buying a domain gives you neither. If the name matters to the business, it is worth checking whether someone else already has rights in it and considering a trade mark filing for the territory you actually trade in.

Checking early is cheap. Rebranding after a letter from someone with an earlier right is not.

The contracts you will actually use

Most young businesses need a small, boring set of documents, and having them written once is one of the better legal investments available:

• Terms of sale or of service, including payment terms and what happens on late payment.
• A standard client or supplier contract for your recurring work.
• Confidentiality terms, if you will be shown other people's information.
• An intellectual property clause that says who owns what you produce — particularly if you subcontract.
• Where you handle personal data, a privacy policy and the associated internal documentation.

A lawyer drafting these once for your actual business is usually cheaper, and far safer, than assembling them from templates found online.

Premises and staff

If you rent premises, commercial lease rules differ from residential ones and the length, renewal and termination terms deserve reading before signing. If you take on staff, Belgian employment law is detailed and protective; the questions of contract type, notice, working time and applicable joint committee are best answered before the first hire rather than after.

Both are areas where the cost of getting it wrong is disproportionate to the cost of asking.

What to pay a lawyer for, and what not to

Rough guidance. Worth paying for: the choice of form when the stakes are not trivial, the founders' agreement, the standard contract set, a commercial lease you are about to sign, the first employment contract, and anything involving outside investment.

Usually not worth paying for: the routine registrations, the accountancy, and the ordinary compliance an accountant handles better and cheaper.

Ask about fee structure at the first call — many firms will quote a fixed fee for a defined start-up package, which suits this kind of work well. Legal fees explained covers the models, and your first consultation explains what to bring.

Finding the right firm

Business, company and employment work is a distinct field; look for a practice that names it. The city lists on this site show which firms do — pick your city — and the ordering behind them is published on how we rank.

One habit is worth more than any of the above: raise things before they are signed. Almost every expensive legal problem a young business has started as a cheap question nobody asked.