FAQ

This page offers comprehensive answers provided mostly by FAIB Associate Members to questions regarding the setting up and operating of an (international) not-for profit association in Belgium. These FAQs are primarily reserved to FAIB members – via their access code – except for publicly available information. 

We are happy to answer any other question you might still have. Simply send us an email at faib@faib.org and we will seek to answer it as soon as possible. 

If you are not yet a member of FAIB, you can, however, ask for access to the FAQs for a yearly fee of 360,00€/year – simply fill in this form and send it back to us – or you can of course join our membership!

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I would like to set up a not-for-profit association in Belgium, should I set up an NPA (asbl) or an INPA (aisbl)?

Alain Costantini, Partner at DKW Law firm and FAIB Associate Member, details in a comparative table the difference and similarities between an INPA/AISBL/IVZW and an NPA/ASBL/VZW. members only

How can the statutes for my international non-profit association (INPA) look like?

FAIB Associate Member Ms Ruth Wirtz, from Osborne Clarke prepared a template for FAIB members of INPA statutes that comply with the Belgian legislation concerning Companies and Associations that came into force in 2019 in Belgium.

Template available in English and French. members only

How does my association deal with a bank in Belgium?

A guide with information about opening a bank account for an INPA and about the regular financial obligations which your INPA (AISBL) will be called on to apply by the bank or by the law (i.e. MIFID, UBO, LEI, CRS, and FATCA) was put together for FAIB members by a specific working group composed of FAIB members, staff and ING experts.

You will also find a short document on whether your bank is allowed to claim the personal data of your INPA Directors. members only

What are the tax implications for NPAs resulting from the Companies and Associations Code’s authorization to carry out any type of economic activity?

Following the adoption of the new Companies and Associations Code, NPAs are now explicitly authorized to carry out any type of economic activity (including activities of industrial or commercial nature), provided that such activities (i) fall within the ultimate not for profit purpose of the NPA and (ii) contribute to the achievement of this not for profit purpose. Alain Costantini, Partner at DKW and FAIB Associate Member & Lauranne Pauwels, Associate, DKW Law, explain how this new situation can trigger adverse tax implications for NPAs. members only

How can (I)NPAs hold written general assemblies (using unanimous written resolutions)?

On December 20, 2020, a new act was adopted which modified (amongst others) the Belgian companies and associations Code of March 23, 2019. One noteworthy modification to the Code was the introduction of the possibility to hold “written general assemblies” in (international) non-profit associations even without any authorisation in the statutes. Antoine Druetz, Associate Partner at EY Law & FAIB Associate Member, and Richard Liu, Junior Lawyer at EY Law explain the context and practical impact of this procedure. members only

When organising an educational event in Belgium or abroad and charging registration fees to participants, does the invoice have to be sent to the participants with Belgian VAT or foreign VAT?

VAT Desk, FAIB Associate Member, reviews the circular (2021/C/19) by the Belgian tax administration regarding VAT for educational events – congresses, seminars, professional training courses, workshops, etc. - taking place in Belgium and abroad that charge a registration fee to participants and provides a detailed answer regarding VAT fees for educational events. members only

Which mandatory information do you need to mention on your annual accounts?

In accordance with the companies and associations Code, each year, (I)NPAs are required to draw up and file annual accounts. The Code provides that mandatory information shall be mentioned on annual accounts, such as the directors in office. The terms “in office” has led to varying interpretations over the past years. Antoine Druetz, Associate Partner at EY Law & FAIB Associate Member, and Sakine Yilmaz, Junior Associate at EY Law bring on-point clarification on this topic. members only

Does my INPA have a legal or regulatory obligation to constitute reserves, and if so, to what extent?

Alain Costantini, Partner at DKW Law firm and FAIB Associate Member, provides answers to questions related to the obligation for some ASBLs & AISBLs to book a provision for social contingencies in this article published in FAIB News 96 in 2014. members only

What impact does the Company and Associations Code (CAC) have on international not-for-profit associations?

From adapting INPA statutes, to holding General assemblies and obtaining AISBL/iVZW status, including tax implications, directors’ liability and publications in the Belgian Official Journal and UBO registrations, the authors* of this article** give you many insights and a detailed analysis on the CAC and its implications for INPAS.

 

*Authors: Adrian Harris, President FAIB; Alain Costantini, DKW; Elise De Baerdemaecker, PwC Legal; Julian Delplanche, DKW; Francis Houben, Legal & Tax Management; Olivier Lambillon, Osborne Clarke; Ruth Wirtz, Osborne Clarke.

 

** Abridged article based on the article published in the “Revue Pratique des Sociétés “ in November 2020

What legal requirements exist under the new Companies and Associations Code (CAC) for internal rules and regulations and should my association implement internal rules?

An internal regulation defines the internal functioning of the organs of a company or an association and is included alongside the articles of association (statutes, by-laws). The new CAC was intended to provide greater legal certainty with respect to the internal rules of companies and associations. Marijke Roelants, from BoldLAW by R.o.R. informs FAIB members on the matter. members only

How does the ruling of the Constitutional Court on Article 2:59, 3° of the Belgian Code for Companies and Associations impact my (I)NPA?

Article 2:59 of the Belgian Code for Companies and Associations (“BCCA”) provides that the administrative body of a legal entity (a company, a non-for-profit organization, a foundation…) has the power to issue internal regulations, subject to prior statutory authorization. However, the legislator had set some limits as to the content of such internal regulations. The Constitutional Court has now annulled article 2:59, 3° BCCA and, as a result of this annulment, internal regulations may now contain provisions "affecting the rights of shareholders or members, the powers of the bodies or the organization and mode of operation of the general meeting". This will certainly impact other legal entities, such as (international) not for profit organisations, which often choose to include certain aspects pertaining to the rights of their members and the functioning of certain bodies, such as their Board, working groups and task forces into internal rules and which had been limited to do so because of article 2:59, 3° BCCA.

For more information, read the paper written by Elise De Baerdemaecker, lawyer at PwC and FAIB Sponsor.

What are the new requirements for publication in the Belgian official gazette “Moniteur belge”?

Alain Costantini, FAIB Associate Member, and Julian Delplanche, from DKW Law, wrote a concise and precise note on the information published by the commercial Court of Brussels regarding NPA and INPA's publications in the Belgian Official Journal in time of Covid-19. The note informs on the delays incurred due to this exceptional situation and the documents that need to be included when sending extracts for publication. members only

What are the rules regarding employment of personnel in Belgium?

Olivier Debray, Partner at Claeys & Engels, and former FAIB Associate Member, wrote a text for FAIB members on the topic of employing personnel in Belgium which details existing legal requirements. members only

My association would like to hire personnel. What are the different contract options?Section 1.2 p.1

What is the language to be used by my association in an employment contract?Section 1.4 p.2

What are my association’s obligations with respect to working time, holidays, remuneration and fringe benefits?Section 2.1, 2.2, 2.3 p.3

Are working rules compulsory in my association?Section 3.2 p.5

Is my association allowed to hire foreign employees?Section 3.4 p.5

How does my association proceed to terminate an employment contract?Section 4.1, 4.2 p.6-9

What to do in case of misconduct by the association’s employees?Section 4.3 p.9

When are employees protected against dismissal?Section 4.5 p.10

What are the taxes that my non-profit association may have to pay when established in Belgium?

Lionel Wielemans, Director and Thomas Daubit, Manager, PwC Business Advisory Services CVBA/SCRL, prepared for FAIB members a document detailing the tax regime of INPAs in Belgium.. members only

Will the Belgian regulation of the Patrimony tax be adapted after the 23/1/2020 judgement of the Constitutional Court?

In January 2020, the Belgian Constitutional Court ruled in a judgment that Belgian law breaches the principles of equality and non-discrimination by excluding from the scope of the patrimony tax on (international) non-profit associations real estate properties located abroad. EY’s VAT team and EY Law’s Non-Profit and Trade Associations teams, including Antoine Druetz, FAIB Associate Member, drafted a paper, informing on the situation regarding that matter.

Gifts, donations, legacies to international organisations – what taxes are applicable?

Francis Houben, Director Legal & Tax Management, and FAIB Associate Member, gives an easy-to-read explanation of the differences between the inheritance tax and the gift tax and what applies when international organisations receive gifts and legacies. members only

How does my association operate in Belgium from its foreign headquarters without being established in Belgium?

You can find a short text explaining how an association can operate in Belgium without being established in the country here. members only

How to proceed to open a point of sales or an administrative branch in Belgium?

You can find a document explaining in detail how to open a point of sale or an administrative centre in Belgium, here. members only

What type of agreement/contract can my association give to volunteers?

You can find here a template of a volunteer contract (only available in French). members only

Is there any law or rule in Belgium with respect to heat & working from home? Should an employer take similar measures to the ones applied in the office if its personnel is working from home?

Christophe Delmarcelle, lawyer at Del-Law specialised in HR, & FAIB Associate Member advises the following:

All employers must first have carried out a risk analysis of the thermal climatic environments in the workplace and determined preventive measures to ensure the thermal comfort of workers. The code for the wellbeing at work sets in terms of heat, maximum exposure temperatures depending on the nature of the work and which vary from 29 degrees Celsius for light or very light work, to 26 for medium work, to 22 for heavy work or at 18 for very heavy work.

If these values are exceeded, the employer must implement a program that he will have previously established with the prevention advisor including in particular technical measures to remedy them, a reduction in the physical workload thanks to equipment modifications or working method, limit the duration and intensity of exposure, adapt schedules and organization, in particular with alternating work and breaks according to precise rules, provide adequate clothing or even the provision without cool refreshing drinks, etc.

At a minimum, in the event of an overrun due to the weather, it must in any case install fans within 48 hours and if the overrun lasts more than 48 hours, set up a regime of limited presence and rest time and distribute refreshing drinks at no cost to prevent dehydration.

It must also ensure the health surveillance of exposed workers and inform the workers.

All these obligations concern “workplaces”, i.e. any place where work is carried out, whether it is inside or outside an establishment or whether it is in an enclosed or open space. As the labor code clearly excludes only domestic workers and housekeepers from its scope, this therefore also concerns occasional or regular teleworking.

Moreover, it should be recalled that the internal prevention service can have access to the teleworking place - with prior notification if it is a home - to check the health and safety conditions at work. The employer must also inform workers about its policy in this area.

How long should I preserve documents and social information within my international association?

Operating an association automatically means lots of documents, invoices, books, and other paperwork. This also means storing and preserving all those documents. But… for how long should that be done for? This article published in the FAIB News 113 in 2018 gives you all the answers and more. members only

Should I regulate the organisation of virtual meetings of the general assembly in the statutes of my association?

With what we have learned from the COVID 19 pandemic, Antoine Druetz, Partner at EY Law & FAIB Associate Member, and Sabine Yilmaz, Junior Associate at EY Law, explain why you should regulate the organisation of virtual meetings of the General Assembly in the statutes of your association and how best to do so. members only

European Transparency register: New area of dispute with VAR authorities?

Find an answer to this question in English and in French. members only

What is the European Transparency Register (ETR) – should I register my organisation in the ETR?

The FAIB recommends that each international organisation meeting the European Transparency Register (ETR) conditions should register in it. In this detailed document, you’ll learn all about the ETR, which organisations should register, how to do so, what it implies and what benefits it brings. members only

What are trade secrets and how are they protected under Belgian law?

Mary-Ann Staar, Lawyer and Associate at Bird & Bird LLP, provides a detailed account of the EU Trade Secrets Directive and how trade secrets are protected under Belgian law. members only

1. Introductionp.1

2. How are trade secrets protected today under Belgian (labour) law?p.2

2.1 Self-employed contractors and officers of the corporationp.2

2.2 Employeesp.3

2.3 General restrictions applicable to employees, independent contractors and outsidersp.4

3. Trade secrets in the digital century: the EU Trade Secret Directivep.4

3.1 Importance of 'trade secrets' in the digital centuryp.4

3.2 Objective and challenges for the EU Trade Secrets Directive in a digitized centuryp.5

3.2.1. Objective: a harmonized definition, valuable civil redress and a comprehensive confidentiality obligation.p.5

3.2.2. Challenges: balancing fundamental rights, freedoms and principles.p.8

4. Conclusionp.9

What are an employer’s responsibilities towards employees in times of Covid-19?

Through courtesy of our associate member at Claeys&Engels, with this guide “How and Where to Work” from Global HR Lawyers Ius Laboris, specialist employment lawyers from across the globe answer questions such as whether employers can mandate testing for coronavirus or require vaccination, how to handle a refusal or inability for someone to be vaccinated, what date privacy issues arise, and much more. For up-to-date information on this, make sure to consult Ius Laboris’ website.

Informal coordination by DEL-Law of the ministerial decree COVID of 28-10-2020 highlighting the amendments of 06-02-21 and 29-01-21 as well as the previous ones of 28-11, 11-12, 19-12, 20-12-2020, 14 and 26-01.

Available in French and Dutch upon request.

How to organise Board Meetings and the annual General Assembly meeting during the Covid-19 lockdown in Belgium?

Antoine Druetz, Partner at EY Law & FAIB Associate Member, and Alix Degrez Associate at EY Law, explain in detail the Royal Decree n°4 containing provisions concerning co-ownership and companies and associations law in the framework of the fight against Covid-19 date April 9, 2020.

Work Permits: Permit B or Single Permit?

Hugues Thibaut, Public Affairs - Wallonia, SD Worx and FAIB sponsor, explains briefly how to apply for a work permit to hire non-European employees and trainees, and specifically British workers. members only

Will work permits be required for British citizens after Brexit?

Hugues Thibaut and Jean-Lux Vannieuwenhuyse, from SD Worx - FAIB Sponsor – explain briefly how rules for employer wishing to hire British employees in Belgium are changing after Brexit. members only