Establishing your business in Belgium

Establishing a business in Belgium is subject to certain legal requirements. If you are interested in establishing a company in Belgium, it is advisable to consult a Belgian corporate lawyer. This may also be useful should you wish to set up a branch or a subsidiary in Belgium.

The choice of the form of establishment has an impact on the administrative steps of the formation process as well as the formation costs. For the establishment of subsidiaries or independent companies, investors in Belgium can choose between various forms of corporations and partnerships.

We offer active support for the establishment of your legal entity in Belgium. We prepare all the necessary documents for you and carry out all the necessary formalities on site, starting with the drafting of the articles of association or the shareholders’ agreement (see also the section on corporate law) to the entry in the commercial register and the application for a tax number.

When foreign companies decide to establish a Belgian foothold, they usually then have to choose between setting up a subsidiary or opening a branch. Which of these two options is best for your enterprise depends on a number of factors.

1. Branch in Belgium

The branch is an expansion of a company’s export department to the foreign market, whose activities are mainly focused on the initiation of business and the marketing of goods and services. From a tax point of view, the branch office is generally classified as a permanent establishment and is therefore subject to income tax in Belgium.

The branch is therefore a kind of extended arm of the parent company, which bears liability for the branch’s business activities. The branch has no independent legal personality and therefore no capital contribution is required.

A flexible organisational structure, the free arrangement of capital as well as the close ties to the business policy of the parent company speak in favour of the branch.

However, the formalities that precede the establishment of a branch in Belgium should not be underestimated. Among other things, documents including the articles of association must be legalised, the required information must be published in the Belgian Official Gazette and the parent company’s annual accounts must be filed with the National Bank of Belgium. Overall, the formalities to be fulfilled when setting up a branch are more difficult than when setting up a subsidiary.

Another disadvantage of the branch is the lack of limited liability. Since the branch does not have its own legal personality, the foreign parent company has unlimited liability for the engagements of the Belgian branch. The lack of legal personality can also sometimes prove to be an obstacle in building trust with clients and contractors.

The branch office can be particularly interesting for projects of limited duration.

2. Subsidiary in Belgium

The subsidiary is an independent company with a separate capital and is subject to Belgian corporate income tax on its profits (see corporate tax). The subsidiary is usually created through the establishment of a new company, but sometimes also through the takeover of an existing company.

The establishment of a company requires a notarial deed of incorporation, a financial plan (proof that the capital is sufficient to carry out the activity for two years) and a bank certificate (proof of deposit), as well as publication of the incorporation in the Belgian Official Gazette. In addition, a tax number must be applied for, membership of a social security fund for self-employed persons and registration with the Crossroads Bank for Enterprises (CBE) must be proven.

The legal form to be chosen when setting up a subsidiary depends on the interests of the parent company. The two most common company forms in Belgium are the public limited company and the private limited liability company. The choice of the optimal organisational structure is preceded by tax and legal considerations.

The establishment of a subsidiary is worthwhile in several respects. At the top of the list of advantages is the possibility to separate the liability of the subsidiary from that of the parent company, thus reducing the business risk. In principle, the liability of the shareholders is limited to the contribution they have made. In addition, having your own capital structure facilitates access to external resources and creates trust among clients and business partners.

One-stop shop for establishing your business in Belgium

The establishment as well as the maintenance of a Belgian subsidiary or branch involves a number of formalities and accounting aspects involving various parties, e.g. a tax advisor, a notary, payroll, insurance, etc. It is not a given that you will find a reliable partner for all these disciplines in Belgium.

Because competent legal advice is only one part of a successful business in Belgium, we have created a one-stop-shop for entering the Belgian market, where we guide you through the entire process in close cooperation with our partners. You don’t need to search for partners in a country you don’t know (yet). We put together the team that best suits your business and act as your central point of contact. This team can consist of the following partners:

  1. Notary

The formation of a Belgian company requires the involvement of a Belgian notary. However, you do not have to go looking for one yourself, we work with several notaries. We coordinate everything with the notary so that you only need to be present when the deed of incorporation is signed.

The entire process of setting up a company, including notary fees, costs about €6,500 plus VAT.

  1. Tax advice

It is generally advisable to seek tax advice before starting a business in Belgium as well as afterwards. Tax advisors help with tax questions and operational issues.

Our tax consulting partner will ensure that the accounts of your Belgian company are properly prepared. He also offers assistance with VAT registration in Belgium and related issues. Our partner offers a comprehensive support service in the area of VAT: from applying for a VAT number to submitting VAT returns on time and preparing the output and input books in accordance with Belgian VAT law. Furthermore, our tax advisor is familiar with the Belgian tax authorities.

You can choose to do the Belgian accounting yourself from abroad. In this case, the Belgian tax advisor will take care of the Belgian tax returns (VAT, corporate tax, etc.), filing the annual accounts, etc. However, you can also entrust the Belgian accounting completely to the Belgian accountant.

Our accountant will usually also prepare the financial plan that is required by law for setting up a Belgian company. The cost price for this is approximately €1,500 plus VAT.

For keeping the Belgian accounts, you should expect to pay between €300 and €600 plus VAT per month, depending on the extent of your bookkeeping.

  1. Opening a bank account

In order to set up a Belgian company, you will need a Belgian bank account into which the start-up capital will be paid. We find that in practice this is often a delaying obstacle, as many formalities (e.g. UBO registration) have to be fulfilled before the bank account can be opened. We have good contacts with several Belgian banks and know exactly what is required to open a bank account. This makes opening a Belgian bank account a breeze.

  1. Financing and valuation

During the expansion phase, you as an entrepreneur often need additional financial resources for investments. A Belgian financial advisor can guide you in finding the most suitable means of financing for your business and help you prepare the loan application.

If you are interested in acquiring a Belgian company, our financial advisor can also assist you with the valuation of the company to be acquired.

  1. Belgian registered office

Your Belgian company needs a Belgian address. If you are going to develop your activities from a rented or purchased office in Belgium, this is of course not a problem. However, such a permanent presence in Belgium is not always necessary, e.g. if you conduct e-commerce or your employees work from home. If you nevertheless wish to have a permanent presence in Belgium without having to invest in your own branch office, you can make use of the company representation offers of our partners. Our partners offer various formulas at a rental price starting from € 200 per month, in Hasselt, Liège, Antwerp and Brussels.

  1. Liability insurance

Have you considered that you should also insure your Belgian business against liability? Sometimes your insurance covers activities abroad, but this is often not the case.

The premium depends on the specific activities of your company and the risks involved. Our insurance partner can provide you with a non-binding offer.


Establishing your business | Euregio Law & Tax