Choose a name and define the social purpose of your NPO
Choosing a name is the first, important step when setting up an NPO. It is the first thing external audiences will associate with your organisation, so it should be clear, distinctive, and aligned with your mission.
🛑 Important: Before settling on a name, check that it is not already used by another legal entity (NPO, INPO, unincorporated association, foundation or a company with legal personality). You can verify this by consulting the Annexes to the Belgian Official Gazette.
An NPO must pursue a social or altruistic goal, meaning it cannot be established for the financial benefit of its members. The description of its mission and activities defines its social purpose, which must be clearly stated in the articles of association.
📌 Why is this important?
- It determines the NPO’s activities and direction.
- It is essential for eligibility for grants and official recognition.
- Changing it later requires amending the articles of association, resulting in additional administrative steps.
Assigning roles
A well-defined allocation of tasks within the management body is essential for ensuring smooth operations and preventing internal conflicts. Each member must have a clear understanding of their responsibilities.
Job descriptions can be outlined in the articles of association, internal regulations, or an appendix to the minutes of a management meeting. One can draw inspiration from the partnership agreement used by companies.
📌 Generally, the roles assigned within the management body are as follows (although there is no legal obligation to allocate them formally):
- President: Oversees coordination and represents the NPO.
- Secretary: Manages official documents and meeting records.
- Treasurer: Manages the financial affairs of the NPO.
- Delegate for daily management: The management body is responsible for the operation of the NPO. However, for practical reasons, it may be determined that all or part of the daily management should be delegated to one or more individuals, whether individually, jointly, or collectively.
🛑 At least two founding members are required to incorporate an NPO.
Draft the articles of association and instrument of incorporation
To incorporate an NPO, an instrument of incorporation must be drafted, outlining the NPO's articles of association. The articles of association establish the foundation of the NPO, outlining its structure, the rights and obligations of its members and management body, as well as the rules for joining the NPO or its management body.
📝 How to draft them?
The articles of association must be prepared in writing and in at least two copies. This can be achieved in two ways:
- Private deed: A straightforward document signed by the founders without a notary. If you establish your NPO under a private deed, a constituent General Assembly is strongly recommended, but not required by law.
- Notarial deed: A formal document prepared by a notary, which offers additional legal security.
What must be included in the articles of association?
- The full name and address of the registered office
👉 We advise you to state the region, not the full address. This means you don't have to amend the articles of association if the address of the registered office changes, but stays within the same region. - Social purpose
👉 Please provide a specific description of the altruistic purpose pursued and the activities carried out. - Founding members
👉 Full name, domicile, and nationality for individuals.
👉 For legal entities: name, legal form, company number, and registered office. - Minimum of two members
👉These members have a founder or member status. - Maximum membership dues
- Conditions and procedures for members joining or leaving the NPO
- Rules for appointing and resigning directors, including their office term lengths
- General Assembly powers and meeting procedures
- Disposition of assets in case of dissolution
👉 Usually, the name of a "sister" NPO is given, i.e. an NPO with a similar social purpose.
👉 If you wish to make an asset available to the NPO and be able to recover it later, the articles of association must stipulate that the members have a right to recover their contributions - Duration of the NPO if it is not unlimited.
✍ Signing: All founding members must sign the articles of association.
File the articles of association with the commercial court clerk
The NPO's instrument of incorporation and articles of association, signed by the founding members, must be filed with the Clerk of the Commercial Court, along with the duly completed forms available on the FPS Justice website.
💰 Filing fees (2024 rates):
- Paper submission: €192.60 + 21% VAT = €233.05
- Electronic submission: €139.10 + 21% VAT = €168.31
📌 Electronic submissions can be made at: e-griffie.be
Once filed, the articles of association are published in the Belgian Official Gazette. The clerk also registers the NPO with the Crossroads Bank for Enterprises (CBE) and assigns a company number. From this moment, the NPO acquires legal personality.
Registering for VAT (or not)
Not all NPOs are subject to VAT. It depends on their activity.
- ✅ An NPO may be subject to VAT if it carries out a regular, independent economic activity for which goods are supplied or services are performed. This may be the NPO's principal or secondary activity. Registration is done via Form 604A, submitted to FPS Finance.
- ❌ An NPO does not need to register for VAT in the following cases:
- The NPO's activities are by their very nature exempt from VAT (e.g. education, healthcare, culture).
- Economic activities are organised to provide financial support to the NPO.
- The economic activities are organised by the NPO, and any contributions are solely for the benefit of the NPO.
Open a bank account
An NPO must open a bank account in its name. Some banks however may refuse to open an account for NPOs.
📌 Solution in case of refusal : in such cases, NPOs can apply for basic banking services. Newly incorporated NPOs must meet certain conditions to qualify:
- Have their registered office in Belgium and be registered with the CBE.
- Provide proof of refusal by at least three banks to open or hold a bank account.
- At the time of application, provide a set of documents such as the articles of association.
📌 More details: FPS Economy
Complete the UBO Register
Since 2018, NPOs must register their Ultimate Beneficial Owners (UBOs). This is done through MyMinfin.
👥 Who must be registered?
- Members of the board of directors.
- Individuals authorised to represent the NPO.
- Individuals responsible for daily management.
This registration must be kept up to date whenever changes occur.