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Validate with accountants
Before April 16Giobi checks with Italian accountant (forfettario compatibility). David checks with Generations' Belgian accountant (BV setup, costs, financial plan).
Proposed corporate vehicle for the Generations + ABChat partnership. HR consulting entity, Brussels-based, lean and closable.
Create a Belgian BV (Besloten Vennootschap) to operate the AI-powered RPO business. The company sells HR consulting and recruitment process outsourcing services. ABChat is an internal tool — like Gmail or Slack — not the product being sold.
Belgium is chosen because the business is there: David operates from Brussels, Generations Recruitment is Belgian, European clients are managed from there. This is not a shell company — it has real economic substance.
Giobi operates as an Italian freelancer under the regime forfettario (15% flat tax). Italian tax law excludes forfettario access for anyone holding a controlling stake (>50%) in a company with a similar business activity. At 49%, Giobi is a minority shareholder — forfettario stays intact.
David + Yoni hold 51% combined = corporate control. Giobi retains the largest individual share and CEO role. A shareholders' agreement protects all parties with veto rights on key decisions (IP transfer, capital changes, new partners).
The Newco's registered activity is HR consulting and recruitment process outsourcing (NACE 78.100 / 70.220), not IT development. This is what the company actually does: it helps clients find, screen, and onboard talent using AI-powered processes.
ABChat is an internal operational tool, not the product being sold. The same way a consulting firm uses Salesforce but doesn't sell CRM software. This distinction matters both for activity classification and for Giobi's forfettario compatibility (his Italian VAT is registered under IT consulting — ATECO 62.02.00, a completely different sector).
| Item | Cost | Frequency |
|---|---|---|
| Notary (incorporation) | EUR 1,000 – 1,500 | One-time |
| Registration (BCE) | EUR 100 – 200 | One-time |
| Financial plan | EUR 500 – 1,000 | One-time |
| Bank account opening | EUR 0 – 100 | One-time |
| Accountant (annual) | EUR 2,000 – 3,500 | Yearly |
| Registered address | EUR 0 (via Generations) | Yearly |
| Corporate tax (first 100k) | 20% | Yearly |
| Dividend withholding | 30% (15% after 3y VVPRbis) | On distribution |
A Belgian BV needs a registered address (siège social) filed with the BCE. This is a legal address for official correspondence — not an office where people work. No one needs to live there or be present daily.
The plan: domicile the Newco at Generations Recruitment's address. Two companies sharing an address is completely normal in Belgium, especially when they share a shareholder. No dedicated room, no nameplate, no separate lease needed. Just an address where official mail arrives and David picks it up on his monthly visits.
For incorporation: most can be handled remotely via a Belgian notary, but bank account opening typically requires at least one in-person KYC meeting. Plan one Brussels trip for notary signing + bank setup.
Ongoing: no physical presence obligation for non-resident administrators. Board meetings and shareholder assemblies can be held by video call. David's monthly Brussels visits provide regular on-the-ground presence for the company.
| Scenario | Timeline | Cost |
|---|---|---|
| Voluntary liquidation (no debts, all agree) | 3 – 6 months | EUR 2,000 – 4,000 |
| Liquidation with minor debts | 6 – 12 months | EUR 4,000 – 8,000 |
| Freeze (dormant company) | Immediate | EUR 500 – 1,000/yr |
Recommended protections in the shareholders' agreement:
ABChat intellectual property does not transfer to the Newco. Giobi retains full ownership as an individual. The Newco operates under a usage license — either free (initially) or at market rate as revenues grow.
This protects Giobi's asset regardless of what happens with the partnership, and keeps the IP cleanly separated from the operating entity. If the Newco dissolves, ABChat goes nowhere.
Giobi checks with Italian accountant (forfettario compatibility). David checks with Generations' Belgian accountant (BV setup, costs, financial plan).
Align on ownership split, shareholders' agreement terms, company name, and activity scope. Optionally meet the notary for an initial consultation.
Legal draft covering: veto rights, pre-emption, tag/drag-along, IP license terms, exit mechanism, deadlock resolution.
Notary deed, BCE registration, bank account opening (may require Giobi's presence in Brussels), VAT registration.
First invoice through the Newco. ABChat license agreement in place. Quarterly VAT returns. Annual accounts via Generations' accountant.