You must choose an official address at which to register your enterprise. This address will become what is called the "seat" of the enterprise after registration. Depending on the legal structure that you choose (sole proprietorship or company), different liabilities will apply.
The different legal structures have implications in regard to responsibilities and asset liability. This is also linked to the address of your enterprise and other physical assets.
Sole proprietorship
In a sole proprietorship, there is no separation between the assets allocated to the professional activity and the private assets of the entrepreneur. Therefore, the official enterprise address or "seat" is the official domicile of the sole proprietor.
The entrepreneur is therefore, with all their assets, responsible for the commitments of their enterprise. This is not without risk, for example in the event of bankruptcy of a major client. Their debts can be recovered from all of the entrepreneur's assets, whether movable or immovable, present or future.
The assets of the spouse may also be used to pay the company's debts, unless a matrimonial agreement provides otherwise.
Protection of the main residence of the self-employed person
The risk hanging over the home of the self-employed person has been somewhat reduced by a measure that allows them to protect their home by having it declared exempt from seizure in certain circumstances. The protection only applies to the self-employed person's main residence, i.e. the place where they live for most of the year.
- The protection is not automatic, the self-employed person must make a declaration of unseizability before the notary of their choosing.
- The protection only relates to debts pertaining to the professional activity after the declaration of unseizability (FR). As such, it will not apply to private debts.
- The self-employed person can, of course, waive the protection by making a new declaration. This also ends if the self-employed person changes status or dies.
For all information on this legal provision, contact a notary. You can consult the directory of notaries here.
In the case of a sole proprietorship, if a change of address (the seat) occurs, no action is required from the enterprise. The municipality will change the address in the national register and the CBE will be adapted based on this new information.
Company
In a company, there is a separation between the assets of the enterprise and the assets of the entrepreneur. Part of the assets can therefore be exempted from the entrepreneurial risk. Therefore, the official company address is agreed by the owner(s) of the enterprise.
Limited liability
In limited liability companies (PLC, LTD, SCOP), the shareholder is only liable for the debts of the company up to the amount of their contribution. This implies that the creditors of the company cannot make a claim on the personal assets of the entrepreneur. The personal assets of the entrepreneur and the shareholders are therefore protected.
In certain cases, however, liability may be invoked. This is the case particularly if the company is declared bankrupt within three years of incorporation and if the initial capital or the capital contribution was clearly insufficient to ensure the normal functioning of the company for two years.
Unlimited Liability
In unlimited liability companies (General partnership, Limited partnership), the partners (with the exception of the limited partners) put their own assets as collateral for the possible debts of the company. If the company is unable to honour its debts, its creditors may pursue the payment of their claim on the private assets of the partners.
In the case of a company, if a change of address (the seat) occurs, action is required from the enterprise. The enterprise must publish the change of address in the Belgian Official Gazette and then the Enterprise Court will take care of updating this information in the CBE.