Non-profit organisation (ASBL/VZW)

Description of the non-profit organisation (ASBL/VZW)

A non-profit organisation (association sans but lucratif/vereniging zonder winstoogmerk) consists of at least three people and pursues a non-profit making objective. Unlike a commercial company, the ASBL /VZW:

  • does not require a minimum capital;
  • cannot aim to make a profit but can charge membership fees and organise activities in return for payment where these are compatible with its purpose;
  • cannot distribute profits to its members.

Features

A non-profit organisation can acquire legal personality if it meets certain conditions:

  • The registered office must be in Belgium.
  • It must have at least three partners.
  • The articles of association must include certain information.
  • The articles of association, surnames, fist names, professions and places of residence of the directors must be published in the appendices to the Belgian Official GazetteExternal link. Failing this, the organisation will be considered as a de facto association.

Information that must be included in the articles of association

The articles of association of the ASBL/VZW must include the following information:

  • The full name of the organisation, the address of its registered office and the district in which it is situated
  • The purpose of the organisation
  • A distinction (where appropriate) between active members (at least three) and non-active members
  • The names, addresses and nationalities of the founders
  • The maximum membership fee
  • The conditions governing the appointment of directors
  • The procedure for amending the articles of association
  • The persons responsible for managing the accounts and budgets
  • What will happen to the capital in the event of the organisation being wound up
  • The powers of the general meeting.

Legal personality

Legal personality is acquired on the date when the articles of association and the deeds relating to the appointment of the directors are filed with the court registry.


A period of time may elapse between the ASBL/VZW being established and its acquiring legal personality. Various actions can be performed during that time:

  • Purchasing equipment
  • Renting premises
  • Opening a bank account
  • Hiring staff.

The law permits these actions during the formation period, but the individuals who enter into these commitments are personally jointly and severally liable for them.

However, this rule does not apply in the event that the ASBL/VZW:

  • acquires legal personality within two years of the commitment being incurred;
  • ratifies the commitment within six months of acquiring legal personality.

Articles of association

The articles of association must be recorded in writing. They may be drafted in the form of a private deed(acte sous seing privé/onderhandse akte), in the presence of the founders only, or in the form of an official deed(acte authentique/authentieke akte) drawn up before a notary.

The articles of association and a list of members of the first management board must be sent for publication in the Belgian Official GazetteExternal link.

The list of members must be filed at the registry of the court of first instance within a month of the articles of association being published.

Legal and administrative obligations

ASBLs/VZWs must register with the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises/Kruispuntbank van Ondernemingen). They are given an identification number which must be included on all official documents.

If a tax investigation reveals that an ASBL/VZW is engaging in profit-making operations or is in fact a commercial company posing as a non-profit organisation, it will be subject to corporation tax and will need to comply with the relevant accounting rules. If its activities are indeed non-profit making, the ASBL/VZW is only subject to the income tax on legal entities.

ASBLs/VZWs are also subject to VAT, although they are usually exempted.