AISBL Guide - Creation

This document contains things to know to create and manage an AISBL (International non-profit association seated in Belgium). We fill information here as we learn it, so don’t expect to find here complete, definitive information.

Creation

Statutes

The statutes must be written by the persons willing to associate. The notary helps to review the text before turning it into the creation act. They must contain:

• The name of the AISBL and the location of its head office
• The purposes for which it is constituted, and the activities it proposes to implement to achieve these goals
• The conditions and formalities for admission and departure of members
• The rights and obligations of members
• The attributions, the method of convening and the mode of decision of the general management body (or general assembly) of the AISBL as well as the conditions under which its resolutions are brought to the attention of the members
• The attributions, the method of convocation and the mode of decision of the administrative body of the AISBL, the method of appointment, termination of functions and dismissal of the directors, their minimum number, the duration of their mandate, the extent of their powers and the manner of exercising them, as well as the mode of designation of the persons who have the power to bind the association to third parties and to represent it in acts, actions and in courts.
• The conditions for modifying the articles of association, the dissolution and liquidation of the association, and the destination of the AISBL’s assets. In the event of dissolution, it must be used for a selfless purpose.

Notarial act

Once the statuses are set up, the obtaining of a legal personality of an AISBL is done through a notarial act, which must be performed by a Belgian notary.

The AISBL must comply to the Code of Societies and Associations (FR) which is the main law that regulates associations. The notary who makes the creation act helps making sure it complies to the law. Some notaries will require you to contract an additional lawyer to do this step.

The notary costs to create an AISBL are roughly 2000 EUR (as of 12/2021). It usually includes everything needed to create the AISBL: the elaboration of the act, the requirement of the royal decree, the publication to the royal gazette and the registering at the crossroads bank.

Apart from the statutes text, all members will need to provide their identity/passport details, and, in case they won’t be present physically to the signing the notarial act, sign a procuration to one of the members who will sign the notarial act. This step is also done by the notary. All non-Belgian members will through this receive a Belgian identification number (RBis) which is similar to the national number that every Belgian citizen has.

Royal decree

The notarial act is reviewed by the interior ministry and in case no objection is done, a royal decree is delivered. This procedure takes around 3 months. The royal decree is the document that gives the association its legal personality.

Publication to the official gazette

The text of the notarial act is then published in the national gazette. The association statuses as well as Personal details (name, date of birth and address) of the members are made public, although in a non-searchable (scanned document) form.

Register at the crossroads bank

The registering of the association to the Crossroads bank for entreprises gives it an official entreprise / taxpaying number (which is also its VAT number if it gets registered to the VAT later on). This number is needed for a lot of things later such as opening a bank account.

Bank account

Most banks in Europe are not very keen to open accounts for small non-profits, so it can be difficult to find a bank willing to open an account for a starting AISBL. It is advised to look for associative/cooperative banks, or ask a bank agency where on of the administrators already has a personal account. Banks will need:

• The entreprise number
• The statutes text
• Personal details of all administrators
• An initial budget for the first year
• The UBO register (see below)

UBO register

The UBO register is an anti-corruption and anti-money-laundry system in Belgium, that keeps track of possible beneficiaries of companies and associations. For non-profit organizations and foundations, the following are considered effective beneficiaries:

• Administrators
• The people who are authorised to represent the association
• The people in charge of the daily management of the non-profit organization or the foundation
• The founders of a foundation
• The natural persons or, when these persons have not yet been designated, the category of natural persons in whose main interest the non-profit organization or the foundation was formed or operates. This is mainly when the association is specifically aimed at funding a certain person or designated group of people
• Any other natural person exercising by other means the ultimate control over the non-profit organisation or foundation

The UBO register must be done within one month of the start of the AISBL’s activities. It must also be kept updated each year.

VAT

An AISBL may be subject to VAT if it carries out a regular and independent economic activity (with or without profit) for which goods are supplied or services are performed. This activity can be main or secondary. When an AISBL does not deliver goods or services for consideration but only receives donations, it is not subject to VAT and does not need to have a VAT identification number.

Any association or enterprise recently registered via the procedure above is in principle required to register to the VAT prior to begin their activity. If such a registration is not done after a couple of months, the VAT office will send a letter requiring justifying why the AISBL is not subject to the VAT. In reply, one must explain the AISBL does no commercial operation and justify how it earns money, for example because it works only with donations.

Even without being subject to the VAT, the association can still perform occasional commercial activities and is not liable for VAT for such (typical example: one day selling pancakes to raise money for the cause) provided that:

• the ASBL is exempt from VAT (above)

• the activities are organized with the aim of providing financial support to the non-profit organization

• the activity is organized by the ASBL and that any contribution is for the benefit of the ASBL only

Warning: Activities of this kind cannot occur frequently, otherwise they will be considered a main activity.

When starting commercial activities, essentially the selling of goods or services, the AISBL must register to the VAT. This must be [done online]([TVA - Début, modification et fin d’activité

SPF Finances](https://finances.belgium.be/fr/entreprises/tva/declaration/debut-fin-modification-activite#q6)) by filling a 604A (begin of activity) form. A 604A help manual (FR) is available to help filling the form. The following information will be needed:

• An estimation of the yearly income

• The NACE categorie(s) to which the AISBL belongs to. Choosing categories can be complex, it is advised to choose the main category as precisely as possible, for example 58.290: Editing other software, and add a couple of more generic categories such as 94.999: Other associations or 88.999: Other forms of social action without accommodation to help catch more undefined activities the association could be doing

• Which parts of the yearly income fall under Article 44. Article 44 describes categories that are exempt from VAT, such as doctors and providers of specifically-taxed goods. In most cases, none of the yearly income is under article 44

• Opt for quarterly reports (instead of the default monthly reports) if the total yearly income is under 2 500 000 €

Consequences

Once registered and possessing a VAT number, when buying goods and services in Belgium, the association is able to get refund of all the VAT paid.

However, after registering to the VAT, the AISBL will also be compelled to:

• File quarterly reports, stating the total amount of operations (in and out) subject to VAT

• File yearly list of VAT clients the AISBL has sold goods or services to

• Retain a VAT of 21% over all sold goods or services, and pay that amount quarterly to the finance administration

When buying or selling goods or services to clients in other countries of the EU who have a VAT number there, a mechanism called reverse charging allows to not apply the VAT. This has to be done very carefully as any error or misuse will cause fines to be applied.