The “Code of corporations and associations” (hereafter, CSA), or code des sociétés et associations defines associations, as “an agreement between two or more persons to pursue a philanthropic goal following one or more defined activities, which constitute its legal status”. Generating a profit is permitted only if:1 it comes from economic activities defined in the legal statute; these activities must be in compliance with goals determined in the statute; it is not allocated neither to founders, nor to members and nor to executive staff.
There are three types of associations:2
1) de facto association, which is not a legal entity; the ministry of Justice specifies that there is no particular legislation applicable (including the CSA) to de facto associations, and its members invest their own assets and are personally liable for decisions and actions they make;
2) registered association without lucrative goal, or association sans but lucratif (ASBL); this is a legal entity recognized by the CSA, for which members are not personally liable for decisions and actions the association makes; it is the standard form of association as defined by the CSA;
3) registered international association without lucrative goal, or association international sans but lucratif (AISBL); this is a legal entity recognized by the CSA and the King of Belgium, “pursuing a public and international goal”, for which members are not personally liable for decisions and actions the association makes; additional legislation and obligations apply to the AISBL governance.
Freedom of association is a founding value of the Kingdom Belgium and is guaranteed since the first Belgian Constitution of 7 February 1831 was adopted. While the primary source of law of the freedom of association is article 27 of the Constitution of 17 February 1994, the main source of association regimes is the “Code of corporations and associations”, passed by the Act of 23rd March 2019 introducing the Code of corporations and associations and miscellaneous measures.
Legal personality is acquired:3 for ASBL the day when the association submits its case with all necessary elements for registration;4 for ASBIL, the date when a royal order granting recognition is passed, after a review and approval by the ministry of Justice making sure the AISBL is pursuing an international goal and not causing harm to public order.5
The following administrative fees apply:6 for the constitution, equivalent to registration, EUR 206.91 if the association submits documents in hard copy and EUR 149.44 if it submits documents a e-form; for any modification to legal statute, as well as nominations and resignations, EUR 140.20 euros for documents either hard copy and e-form.
The legislation does not restrict any field or type of economic activities. It is required that this economic activity is in compliance with the goals determined in the Statute. If an association conducts economic activities, general commercial law applies.
Belgian legislation strictly defines a framework for associations, such as creation, governance and operating rules, for which founders must provide a lot of details to public authorities. Association’s philanthropic goal is more than a purpose, it is a backbone element which determines activities, management and liquidation. State supervision is prevalent, as association must register to the Commercial court every fundamental decisions it makes.
In 2020, according to Baromètre des associations7, almost 110 000 active association existed in Belgium. The estimated minimal number of members of the associations in Belgium in 2020 is 220 000 people8. In 2017, the total added value of the associations in Belgium was 37 billion EUR9. The associations represent 2.52% of total registered economic businesses in Belgium in 2020 and their value represent 5% of GDP. In 2017, a total of 497 400 people were employed by associations, either full time or part time. They weigh 12.6% of total employment, but 9.8% in terms of salaries. The total number of volunteers working for a non-profit organization in 2015 is estimated to 185 00010.
In 2018, 2000 associations conduct cross-border activities as AISBL, according to the Fédération des associations internationales en Belgique.11
1.Definition, types of association and characteristics
2.Sources of law founding associations
3.Formation requirements and constitutive acts and elements
8.Definitions of public interest
10. Economic activities permitted
11. Governance, operating rules and bodies
13. Reporting and transparency
14. Resources and assets management
1.Number of associations in Belgium
6.Share between voluntary and paid work
7. Data on cross-border activities
The “Code of corporations and associations” (hereafter, CSA), or code des sociétés et associations, defines associations as “an agreement between two or more persons to pursue a philanthropic goal following one or more defined activities, which constitute its legal status”. Generating a profit is12 permitted only if13it comes from economic activities defined in the Statute;
these activities are in compliance with goals determined in the Statute;
it is not allocated neither to founders, nor to members and nor to executive staff.
There are three types of associations:14
de facto association, which is not a legal entity; the ministry of Justice specifies that there is no particular legislation applicable (including the CSA) to de facto associations, its members invest their own assets and are personally liable for decisions and actions they make;
registered association without lucrative goal, or association sans but lucratif (ASBL); it is a legal entity recognized by the CSA, for which members are not personally liable for decisions and actions the association make; it is the standard form of association as defined by the CSA;
registered international association without lucrative goal, or association internationale sans but lucratif (AISBL) – it`s a legal entity recognized by the CSA and the King of Belgium, “pursuing a public and international goal”, for which members are not personally liable for decisions and actions the association make; additional legislation and obligations apply to AISBL governance.;
Legislation related to ASBL applies to AISBL in absence of specifications.
Belgian legislation also comprises an additional characteristic, known as certification. It offers tax reduction to donors.15 Certification is granted by the Federal public service for finances if the association in question is active in at least one the following fields:
scientific research;
culture;
monuments and sites conservation and protection;
nature and environment;
victims of war;
disabled persons;
minors under protection;
indigent people;
victims of natural disasters in Belgium;
developing countries;
victims of major industrial disasters;
sustainable development;
animals shelters.
The primary source of law is the Constitution. Article 27 of Constitution of 17 February 1994 is explicit: “Belgians have the right to associate; this right can be subject to any preventive measure.” This article is a replica of article 20 of the first Belgian Constitution of 7 February 1831.
The secondary source is the Act of 24 May 1921 guaranteeing freedom of association, or loi du 24 mai 1921 garantissant la liberté d’association. It deals with short general principles. Article 1 is also explicit: “Freedom of association in all fields is guaranteed.”
Then, the essential source of law is the CSA, containing details related to principles, procedures, organization, operating rules, etc. It was passed by the Act of 23rd March 2019 introducing the Code of corporations and associations and miscellaneous measures, or loi du 23 mars 2019 introduisant le code des sociétés et des associations et portant des dispositions diverses. It puts together legislation related to associations, including the backbone Act of 27 June 1921 on associations without lucrative purpose, foundations, European political parties and European political foundations (last version’s name), or loi du 27 juin 1921 sur les associations sans but, as well as several legislative modifications and amendments over time.
While the code deals with corporations, national associations, international associations and foundations, these different legal entities are described and treated separately.
The Act of 23 March 2019 applies as follows:16 from 1st May 2019, present CSA applies to any association established after this date;
from 1st of January 2020, mandatory dispositions apply to all associations established before 1st May 2019;
from 1st January 2020 until 1st January 2024, ASBL must adapt their Statute and be in compliance with CSA;
from 1st January 2024: entire legislation applies to all associations.
The Code of CSA provides all necessary details. Legislation related to ASBL applies to AISBL in absence of specifications.
1. Requirements for establishing an association
Two natural persons, at least, are necessary for establishing an association and they are considered as members.17
A notarial deed is mandatory for AISBL while it is optional for ASBL.18
There is a preliminary rule related to language:19
documents must be written in the language or one of the languages where the association is established, Dutch, French and German where applicable;
documents can be written also in any official language of the European Union with a translation.
2. Constitutive acts and elements
The constitutive act must contain the following elements, for both ASBL and AISBL:20 last name, first name, address of every founding member for physical persons or name, legal form, registration number and seat address for legal entities;
identity of administrators, executive officers and people charged to represent the association to third parties;
association’s name and the exact address of its seat;
a precise description of purpose and activities;
conditions for members to join and withdraw;
rules related to convening the assembly general, decisions and how these decisions are communicated;
rules related to nominations, office term and termination of executive officers, as well as to representation to third parties;
rules related to asset allowance to another non-profit organization in case of a dissolution.
For ASBL only, they must contain the following additional precisions:
maximum fees for membership;
minimum number of members;
association’s life duration if not unlimited.
For AISBL only, they must contain the following additional precisions:
, membership categories if applicable; and member’s rights and duties;
, minimum number of administrators;
conditions related to legal statute modification, dissolution and liquidation.
Association are registered by the Commercial court where the association has its seat.
Final constitutive documents must be submitted for registration within 30 days for ASBL after signature of founding parties and also within 30 days following recognition by Royal order for AISBL, while providing:21constitutive act and related documents;
first version of legal statute and a record of modifications;
a sample of constitutive act;
Legislation does not mention if the registration can be refused. For ASBL, the action of submitting documents for registration leads to recognition. For AISBL, it can de facto be refused at the discretion of public authorities, as a Royal order is necessary.
Over the registration process, an application may be rejected if one of the constitutive elements or one of the registration requirements is missing, as well as if the goal or the purpose causes harm to public order.22
Once registered, the association is given a reference number.
The administration costs are as follows:23for the constitution, equivalent to registration, 206,91 euros if the association submits documents in hard copy (paper forms) and 149,44 euros if it submits documents in e-copy (e-forms);
for any modification of the Statute, as well as nominations and resignations, 140,20 euros for either hard copy and e-copy submission.
An association in Belgium is a limited liability organization, so that members, executive officers and administrators are not personally liable for decisions made by the association. ASBL and AISBL members are not liable for contracts signed by the association.24
Code of CSA applies civil and criminal laws principles to any legal entities.25
More specifically:
members are not liable for contracts signed by the association;26
present and past executive officers and administrators are liable for faults they made in the name of the association, as well as for faults to third parties in absence of contract between these parties and the association;27
founding members are also liable for faults they made before the registration.282930
Legal personality is acquired:31for ASBL the day the association submits its case with all necessary elements for registration;32for ASBIL, the date a royal order granting recognition is passed, after a review and approval by the ministry of Justice making sure the AISBL is pursuing an international goal and not causing harm to public order.33
The concept of public interest applied to associations (including tax advantages, specific operations, etc.) does not exist in Belgian legislation for associations, unlike others European countries 34.
As mentioned above, there exists a special form of certification. It offers tax reduction to donors.35 Certification is granted by the Federal public service for finances if the association in question is active in at least one the following fields:
scientific research;
culture;
monuments and sites conservation and protection;
nature and environment;
victims of war;
disabled persons;
minors under protection;
indigent people;
victims of natural disasters in Belgium;
developing countries;
victims of major industrial disasters;
sustainable development;
animals shelters.
It is not synonymous of general interest and must not be confused with:
the “entity of public interest”, or “entité d’intérêt publique”, which is a category of corporation operating in the financial sector: listed companies, real estate companies and bank and insurance companies;36 it has nothing to do with non-profit organization;
the foundation of public interest, or fondation d’utilité publique, which is a category of foundation pursuing only one goal, and only in one the following fields: philanthropy, philosophy, religion, sciences, arts, education and culture.37
General principles dealing with membership are defined by the Act of 24 May 1921:38“no one can be forced to take or not to take part to an association”;
being member of an association involves accepting its rules;
a member can withdraw at any time following internal regulations, and the right to withdraw cannot be denied.
These rules are completed by the Code of CSA:39
any member can withdraw addressing a resignation statement to the governing body;
a member who does not payits membership fees is considered as having resigned;
in case of non-voluntary withdrawal, such project must be notified to the member in question, who must be heard, and removal is decided by the general assembly.
Members have equal voting rights in the general assembly, except if there is a different rule in the legal statute.4041
The legislation does not restrict any field or type of economic activities. The only obligation is that this economic activity must be in compliance with goals determined in the legal statute. If an association conducts economic activities, general commercial law applies.
The association may provide services to its members if it is free of charge and in line with its purpose and goals.42
The general assembly is the governing body, except if the statute provides otherwise (in this case, a delegate elected or appointed by the general assembly, a board, an executive committee elected or appointed by the general assembly or by the board may be identified as governing bodies).43
Some aspects related to governance are mandatory: the ASBL general assembly (if there are no other provisions in the statute) represents the association to third parties and its power is determined by the Statute44; administration must be operated by a college of at least three physical or legal persons, except if the association has two members45; administrators are nominated by the general assembly for either a limited or unlimited office term46 .
Some aspects related to governance are optional: adoption of an internal regulations document47;appointment of one person or more responsible for the daily management as well as for representation to third parties. This daily management may be on an individual, joint or collective basis48.
Some aspects related to operations are mandatory: convening a meeting of the general assembly is decided by the governing body or a fifth of association members, a notification must be sent no later than two weeks in advance and must contain an agenda;49 an agenda for meetings of the general assembly;50 recording operations related to membership;51establishing and approving an annual financial statement;52approving a remuneration for executive officers;53a general assembly is convened if one-fifth of members call for it.54
There are no provisions with regards to the public authority which has jurisdiction over the associations. Nevertheless, the ministry of Justice has a de facto jurisdiction over associations, as every operation (registration, approval when required, public information, etc.), goes through it. Regarding AISBL, operations requiring a Royal order always implies a check review by the ministry of Justice.
an association may be refused registration if:55 one of the constitutive elements or one of the registration requirements is missing; the goal or purpose causes harm to public order.56
After registration, the closure of an association is decided by a judiciary authorities.57 Every operation breaking the non-profit principle makes the association null.58 As for any legal entities, every operation breaking operating rules is also null.59
an association can be closed on the request of a member, a third party or the ministère public, if it:60can not comply with contracts;
allocates assets to entities pursuing another purpose than the one defines in its legal statute;
breaks the non-profit principle;
does not fulfil accounting obligations;
has less than two members
The association must provide to the public authorities a copy of membership log and give access to members, if they request it.61 Public authorities may also check financial statements.62
For AISBL, every modification and fundamental decisions must be approved by a Royal order.63
An annual reporting is mandatory and must be conducted by the governing body. It is reported to the general assembly and registered to the Commerce court. The lack of registration can lead to judiciary dissolution.
In addition, the last and current financial statements must be submitted for approval to the general assembly within six months following their closure.64 Double-entry accounting is mandatory if the association meets at least one of the following criteria:
employs at least five persons on average over the year;
has a non-regular revenue of at least 334.500 euros;
has assets of at least 1.337.000 euros;
has a debt of at least 1.337.000 euros.
Every fundamental decision must be registered and published in the Government gazette, or Moniteur belge.65
The CSA does not provide for a list of resources an association can get and use. It only specifies conditions for some resources. Usual resources are (not limited to):66
membership fees, up to the maximum set in the legal statute;
donations from natural or legal persons;
public subsidies;
revenue from economic activities;
revenue from financial investment;
sponsorship;
bank loan;
legacies;
call to projects with funding;
public tenders
Non financial resources, but valuable ones, must also be taken into account:
volunteering;
loan materials.67
Certification by the tax administration is an indirect source of revenue, as certified associations offer tax reduction to donors. Donation must be at least of 40 euros per year and per association, paid cash, or through a donation of a work of art upon conditions. The tax reduction is 45%, limited to either 20% of donor’s total net income or EUR 397.850.68
Inheritance or last will of a person are also permitted; the Code of CSA does not define such operation but often refers to it. According to the Federal public service for finances, if the value of this inheritance is over 100.000 euros, an authorization to proceed from the minister of Justice is necessary, and, if there is no answer within three months, the authorization is de facto given.69
There is no specification related to assets management, it is up to the management of the association, as long as it is in line with non-profit and philanthropic principles and with the association`s goals and purpose.
The dissolution is proceeded before the liquidation.
There are three types of dissolution:70
one decided by the general assembly, on a voluntary basis;
one specified in the statute or in the legislation, such as a time-limited activity or event;
one decided by the Commercial court, known as judiciary dissolution.
Judiciary dissolution is operated by the Commercial court, on request of a member, a third party or the ministère public, if the association:71
is unable to fulfil contractual obligations;
allocates assets and revenues to another goal than those mentioned in the statue;
breaks the ban on allocating advantages, the CSA, the public order or the statute;
does not register annual financial statement
has less than two members.
Then, the court proceeds to operations of liquidation.
The liquidation procedure is realized as follows: designation of a liquidator by the general assembly, with a simple majority vote, in case of a dissolution on a voluntary basis; if this operation is not conducted or if it is proceeded to a judiciary dissolution, it is designated by the Commercial court on request of a member, a third party or the ministère public.72 There can be several liquidators acting as one body;73without explicit permission by the governing body, liquidators cannot complete on-going operations; take a new loan to pay off debts, mortgage an asset, transfer properties, or sell any property by mutual agreement.74
Associations being non for profit organisations, , assets can be assigned neither to members nor administrators. They must be transferred to another non-profit organization, and, in absence of specification in the legal statute, to another association with the same goals and purposes.75
The Code of CSA explicitly mentions what fundamental decisions are:76
modification of statute;
nomination or dismissal of an administrator, and remuneration if applicable;
nomination or dismissal of an auditor and its remuneration;
disclaimer for administrator and auditor, as well as the likelihood to sue them;
approval of budget and financial statement;
dissolution;
removal of a member;
status shift to a social or cooperative corporation;
acceptance of a grant for free by a university;
any other case applicable.
Additional requirements are that:
at least two-third of members must approve a regular modification of the statute;
at least four-fifth of members must approve a modification of the statute related to philanthropic goals and purpose.
Dissolution is decided on a voluntary basis, except when based on a judiciary decision, by the general assembly or the governing body defined by the statute, or following an action or an event as planned by the legal statute or law.77 The procedure is the same as the one for modifications. In addition to that, a report related to the state of the association must be provided by the governing body.78
In case of merge or split of the association, the general assembly must proceed to dissolution without liquidation and must allocate assets to the new association: a project and a financial report must be presented, and an accounting officer must be appointed.79
General tax, commerce and labour law apply to associations, if they hold economic activities and employees.
For economic activities, V.A.T. is not applicable for exceptional and irregular activities, and in support of core activities, such as a charity fair.80 Services provided for free are not eligible for V.A.T.
Associations must pay an annual tax, or taxe patrimoniale.81 This tax is specific to associations. All assets owned by the association are considered part of the tax base, , including intangible assets. However, assets located abroad are not part of the tax base. The tax rate is 0,17%. If the assets value is under EUR 25,000 euros, the association is tax-exempt. If the amount of due tax is under EUR 500 , tax return must be filled every three years instead of one.
According to Baromètre des associations82, almost 110,000 active associations existed in Belgium in 2020.
The estimated minimum number of members of associations in Belgium in 2020 is 220 000 people83.
In 2017, according to the most recent figures available, published in 2020, the biggest added value was created by associations operating in the field of social and medical actions (23%), arts (16%), services (12%), education (7%), human health (4%) and others (37%)84,85.
In 2017, the total added value of the associations in Belgium was EUR 39 billion86,87.
Associations represent 2,52% of total registered economic businesses in Belgium in 2020, and their revenues represent 5% of GDP
In 2017, a total of 497 400 people were employed by associations, either full time or part time. Their weigh 12,6% of total employment, but 9,8% in terms of salaries . The total number of volunteers working for a non-profit organization in 2015 is estimated to 185 00088.
In 2018, 2000 associations conduct cross-border activities as AISBL, according to the Fédération des associations internationales en Belgique.89
Constitution of 7 February 1831
Constitution of 17 February 1994
Act of 24 May 1921 guaranteeing freedom of association
Code of corporations and associations and miscellaneous measures
Code of V.A.T.
Federal public service for finances
Statistics Belgium
Le volontariat en Belgique Chiffres-clés, https://www.bonnescauses.be/media/12397/pub_3367_volontariat.pdf.
Le poids économique des Institutions sans but lucratif en Belgique Edition 2017, https://sile.odorchai.web.ulb.be/doc/DGP/2017-2018/PUB_3490_Poids%20Eco%20ISBL_FR_DEF.pdf
Le poids économique des Institutions sans but lucratif en Belgique Edition 2020, https://media.kbs-frb.be/fr/media/7722/306217.pdf
Article 1:6, op. cit. ; article 10:1; https://justice.belgium.be/fr/themes_et_dossiers/societes_associations_et_fondations/associations/asbl ; https://justice.belgium.be/fr/themes_et_dossiers/societes_associations_et_fondations/associations/asbl/caracteristiques.
https://en.calameo.com/read/0017742951db3f660b81b?authid=bOLPDPKT2cfh
Based on the number of associations and the legal requirements about the number of members required for the establishment of an association.
Le poids économique des Institutions sans but lucratif en Belgique Edition 2020.
Le volontariat en Belgique Chiffres-clés, https://www.bonnescauses.be/media/12397/pub_3367_volontariat.pdf.
https://www.lecho.be/economie-politique/belgique/bruxelles/bruxelles-risque-de-voir-filer-les-asbl-internationales/10012806.html
https://finances.belgium.be/fr/asbl/dons/agr%C3%A9ment-asbl-%C3%A9tape-par-%C3%A9tape#q2.
https://finances.belgium.be/fr/asbl/dons/agr%C3%A9ment-asbl-%C3%A9tape-par-%C3%A9tape#q2.
Articles 2 and 3, loi du 24 mai 1921 garantissant la liberté d'association.
https://1819.brussels/infotheque/financement-de-lentreprise/quelles-sont-les-differentes-sources-de-financement-pour-une; https://pro.guidesocial.be/articles/actualites/article/le-financement-hybride-de-l-asbl-de-quoi-parle-t-on
https://finances.belgium.be/fr/asbl/dons/agr%C3%A9ment-asbl-%C3%A9tape-par-%C3%A9tape#q2.
Article 4, code de la TVA; https://www.monasbl.be/info/les-criteres-dassujettissement-la-tva.
https://finances.belgium.be/fr/asbl/impots-tva/taxe-annuelle-asbl#q1.
https://en.calameo.com/read/0017742951db3f660b81b?authid=bOLPDPKT2cfh
Based on the number of associations and the legal requirements about the number of members required for the establishment of an association.
Le poids économique des Institutions sans but lucratif en Belgique Edition 2017, https://sile.odorchai.web.ulb.be/doc/DGP/2017-2018/PUB_3490_Poids%20Eco%20ISBL_FR_DEF.pdf
Le poids économique des Institutions sans but lucratif en Belgique Edition 2017, https://sile.odorchai.web.ulb.be/doc/DGP/2017-2018/PUB_3490_Poids%20Eco%20ISBL_FR_DEF.pdf
Le poids économique des Institutions sans but lucratif en Belgique Edition 2017, https://sile.odorchai.web.ulb.be/doc/DGP/2017-2018/PUB_3490_Poids%20Eco%20ISBL_FR_DEF.pdf
Le poids économique des Institutions sans but lucratif en Belgique Edition 2020.
Le volontariat en Belgique Chiffres-clés, https://www.bonnescauses.be/media/12397/pub_3367_volontariat.pdf.
https://www.lecho.be/economie-politique/belgique/bruxelles/bruxelles-risque-de-voir-filer-les-asbl-internationales/10012806.html