Many leisure time performing arts companies have the status of a non‑profit organisation. On this page we collect information that may be important for them.
An unincorporated association is simpler to operate than a non‑profit organisation and requires fewer formalities and lower costs. The risk for individual members is higher, as they are personally liable with their private assets for the obligations and liabilities of the association. A non‑profit organisation has legal personality, which means the legal entity itself is liable for its activities and commitments.
Click here for more information about unincorporated associations and the difference with a non‑profit organisation.
Source: Vlaams Studie- en Documentatiecentrum voor vzw's (VSDC)
The Code of Companies and Associations (CCA) entered into force in 2019 and introduced important changes for non-profit organisations. Since 1 January 2024, all articles of association must fully comply with the new legislation. Below you will find an overview of the main changes and points of attention.
The Code of Companies and Associations (CCA) entered into force in 2019 and introduced important changes for non-profit organisations. Since 1 January 2024, all articles of association must fully comply with the new legislation. Below you will find an overview of the main changes and points of attention.
A non-profit organisation is an agreement between members pursuing a disinterested purpose. The organisation may not distribute profits or assets to members, directors, or founders, except in support of that disinterested purpose.
Associations may carry out all kinds of activities, including commercial activities. A non-profit organisation may therefore generate profit, provided that this profit is used to support the organisation’s disinterested purpose.
From a tax perspective, commercial activities generally still need to remain ancillary in nature for the organisation to fall under legal entities tax rather than corporate income tax.
The articles of association must clearly describe the disinterested purpose pursued by the organisation and how it intends to achieve that purpose. Vague or overly broad descriptions are no longer sufficient.
Where previously at least three founders were required, two people are now sufficient to establish a non-profit organisation.
The governing body must in principle consist of at least three directors, unless the organisation only has two members.
The general assembly no longer has to consist of more members than the governing body. However, a clear distinction between both remains advisable from a good governance perspective.
Members must be invited to the general assembly at least fifteen days in advance.
To approve amendments to the articles of association, at least two thirds of the members must be present or represented, and two thirds of the votes cast must approve the amendment.
If the attendance quorum is not met, a second meeting must be convened at least fifteen days later. That meeting may validly decide regardless of the number of members present or represented.
Amendments concerning the disinterested purpose of the organisation require a four-fifths majority of the votes cast.
The term “board of directors” has been replaced by “governing body” or simply “the board”.
The CCA also introduces additional flexibility:
Minutes of board meetings must be signed by the chairperson and any directors requesting signature.
Daily management includes:
Directors are liable for faults committed in the performance of their mandate.
Under the CCA, directors are only liable for decisions or actions that clearly fall outside the range within which reasonable directors may disagree.
For minor faults or negligence, liability is legally capped depending on the size of the organisation:
These maximum amounts apply collectively to all directors involved, regardless of the number of claims or claimants.
In cases of serious misconduct, fraud, or repeated faults, liability remains unlimited.
The distinction between “large” and “small” non-profit organisations has been replaced by:
These categories mainly determine the applicable accounting obligations.
Organisations exceeding more than one of the above thresholds.
Small non-profit organisations may prepare their annual accounts according to a simplified model. Larger organisations must file their annual accounts with the National Bank of Belgium and appoint a statutory auditor to supervise their financial situation.
The governing body officially represents the organisation, including in legal matters.
The articles of association may grant one or more directors the authority to represent the organisation individually or jointly.
Employees or volunteers may only represent the organisation if they have received a valid power of attorney.
All non-profit organisations must register their Ultimate Beneficial Owners (UBOs) in the UBO register.
The governing body may adopt internal rules if authorised by the articles of association.
Members must have access to the latest approved version, and the articles of association must refer to the applicable internal rules.
The articles of association must specify the region in which the registered office of the organisation is located.
Moving the registered office to another region requires an amendment to the articles of association.
A file is maintained for every non-profit organisation at the competent enterprise court. In addition, the organisation must be registered with the Crossroads Bank for Enterprises (CBE).
Official documents and communications issued by the organisation must include at least:
Since the introduction of the new Code of Companies and Associations (CCA), the articles of association of your non-profit organisation must comply with the current legislation. Below you will find two modelstatutes you can use as a reference: one for a non-profit organisation without its own venue and one for a non-profit organisation with its own venue. Both examples are fully aligned with the current legal framework.
Do you need more specific support? You can contact Scwitch, a cooperative that assists sociocultural organisations with their organisational and business management. Please note that their services are not always free of charge.
Since 2018, all Belgian legal entities, including non‑profit organisations, must register their “ultimate beneficial owners” (UBOs – Ultimate Beneficial Owners) in the UBO register. This obligation stems from anti‑money‑laundering legislation and aims to prevent natural persons from hiding behind legal structures.
A UBO is a natural person who ultimately controls an organisation or on whose behalf transactions are carried out. Although a non‑profit organisation has no owners, it must still designate its UBOs.
For non‑profits, this includes members of the governing body, persons authorised to represent the organisation, and those responsible for day‑to‑day management. Other persons who exercise actual control may also be registered as UBOs. If there are no specific control holders, at least the directors must be listed.
Registration is done in the UBO register of the FPS Finance and must be completed within 30 days after incorporation. Changes must also be reported within 30 days, and the information must be confirmed annually, even if nothing has changed.
Supporting documents, such as appointment decisions, must be added during registration. Non‑compliance may lead to administrative sanctions. The data is accessible to competent authorities and, under certain conditions, to third parties with a legitimate interest.
