How to manage a non-profit organisation (NPO)

Although setting up a non-profit organisation (NPO) is relatively quick and easy, it must comply with numerous administrative obligations and follow a specific governance model due to its collective nature. In practice, managing an NPO on a daily basis is often more complex than managing other types of businesses. Let’s explore what you need to know.

The Board of Directors: the core of management

Role and responsibilities

The Board of Directors (BoD) is the NPO’s management body (MB). It oversees the organisation’s direction, strategy, finances, and legal compliance. Additionally, the board ensures that the NPO’s activities align with its social purpose as defined in its articles of association.

📌 Examples of decisions made by the BoD:

• Recruiting staff
• Signing lease agreements
• Taking out loans
• Approving partnership agreements
• ...

All decisions made by the BoD must be documented in minutes, which are kept in the NPO's registered office in either paper or electronic format.

Number of directors and responsibilities

An NPO must have at least three directors (or two if it has fewer than three members).

⚠️ Important: Directors bear personal liability. They can be held personally accountable for mismanagement, criminal misconduct, or unpaid tax/social debts. Moreover, liability is joint and several, meaning that all directors share responsibility for any breaches. For example, if annual accounts are not filed on time, all members of the BoD are liable, not just the treasurer. Given these risks, it is highly recommended that directors undergo regular training and stay informed about relevant regulations to avoid serious consequences.

Frequency of meetings

The BoD meets as often as necessary throughout the year to ensure proper management of the organisation. While there are no strict legal guidelines for scheduling meetings, invitations are typically sent in writing (email is acceptable) and include the agenda, date, time, and location.

Recommended meeting frequency:

• Small NPOs: every 3 months
• Large NPOs: every 6 weeks or more frequently

Essential administrative obligations

Annual General Meeting (AGM)

Each year, the BoD must convene an AGM within six months after the end of the financial year. Since most financial years end on 31 December, many AGMs take place in June. Invitations must include the agenda and be sent at least 15 days in advance (longer if specified in the statutes).

Matters requiring AGM approval:

• Approval of previous year’s accounts
• Budget approval
• Discharge of directors from personal liability
• Appointment/resignation of directors
• Amendments to the articles of association
• Dissolution of the NPO
• Exclusion of members

You can find a full list of the AGM's powers here. 

A report on activities from the previous year is usually presented during the AGM alongside the outlook for the coming year, tied to accounts and budgets.

Membership register

The BoD must maintain a register of active members at the NPO's registered office (paper or electronic). This register should be accessible to members and authorities during inspections.

Details required:

• Member number (chronological order)
• Full name (or business name for legal entities)
• Address or registered office
• National registry number (or company number for legal entities)
• Admission date
• Resignation/exclusion date

Filing annual accounts

Within 30 days after being approved by the AGM, annual accounts must be filed with either:

• The National Bank of Belgium (for larger NPOs), or
• The Clerk of the Commercial Court (for smaller NPOs).

Publications in the Belgian Official Gazette

The BoD must ensure that certain updates are published in Moniteur Belge:

• The organisation’s founding documents
• Amendments to statutes approved by AGM decisions (e.g., resignations and appointments of directors, change of registered office, changes to the provisions for convening the AGM, admission of members, etc. ).

Taxation and VAT

If an NPO primarily engages in commercial activities or uses industrial/commercial methods, it will be subject to taxation and VAT obligations. It must:
📌 File electronic tax returns via BIZTAX within 7 months after closing accounts.
📌 Register for VAT if applicable (full or partial VAT liability).

For more details on taxation and VAT rules for NPOs, refer to this specific guide.

Employment and volunteering

As with any organisation employing staff, an NPO must:

• Submit DIMONA declarations and NSSO registrations.
• Provide workplace insurance for employees.
• Establish a workplace policy document.

Administrative tasks can often be outsourced to a payroll service provider.

💡 For volunteers, you should sign a volunteer agreement outlining expectations and responsibilities. More info in this article.

Insurance and risk Management

Certain insurance policies are mandatory depending on the NPO's activities:

• Insurance for employees/volunteers (all you need to know about insurance)
• Liability insurance covering premises and events.

🎁 Tip for Brussels-based organisations: COCOF offers free insurance covering up to 200 volunteer days per year.