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Our areas of expertise include:
- Commercial law
- Corporate law
- Employment law
- Equine law
Belgian corporate law is one of our firm’s core areas of expertise. We advise foreign companies in Belgium on setting up subsidiaries, drafting articles of association and providing ongoing advice to shareholders and directors. In addition, our services include comprehensive support for companies that we have helped to establish and that are based in our office.
Cross-border business also offers opportunities in corporate law. However, it is important to note that there are also many potential challenges to consider. For instance, establishing a branch in Belgium might allow you to choose between a sole proprietorship or a branch or subsidiary of the foreign parent company. The optimal choice depends on individual circumstances. It is therefore advisable to consult a corporate lawyer who can communicate with you in a language you can understand. Our law firm specialises in cross-border corporate law and the closely related corporate tax law.
Establishment of a Belgian (subsidiary) company
Should you have decided to enter the Belgian market through a Belgian subsidiary, the first step is to set up a company. Our law firm has extensive experience in corporate law and can assist you with the incorporation process. The process involves a number of formalities, including the drafting of a financial plan, the articles of association, and the deed of incorporation, which must be drawn up, registered, and published. Our law firm can provide comprehensive advice on the various company types available to you, so that you can make an informed decision that is right for your business. Further information on company formation in Belgium can be found under the heading Company Formation in Belgium.
Partnership agreement in Belgium
After the incorporation of the company, the shareholders may enter into agreements with each other in a shareholders’ agreement. In such an agreement, the shareholders can regulate matters such as profit distribution, the transfer of shares (consent clause, right of first refusal, non-transferability clause), voting rights, and so on. As a shareholder, you can use a shareholders’ agreement to prevent potential conflicts in advance, such as an unwanted transfer of shares or an exclusion. After all, the same principle applies in corporate law: prevention is better than cure. For the drafting of a shareholders’ agreement under Belgian law, you can consult our specialized lawyers.
Reform of Belgian corporate law
When setting up a company, it should be noted that Belgian corporate law fundamentally changed in 2020. The new Belgian corporate law is characterised by far-reaching liberalisation, simplification and flexibility. The reform also impacts existing companies, as the liquidation procedure, among other things, has been reformed.
The initial simplification of corporate law was achieved by reducing the number of company forms. However, this does not imply a restriction of possibilities, as this reduction is accompanied by a flexibilisation of existing regulations. The options for adapting existing company forms have been expanded, making it easier to set up a customised company. For instance, the articles of association can now include provisions for voting rights distribution.
De Belgian "BV"
The requirement for minimum capital was abolished for the formation of a Belgian limited liability company (GmbH, Dutch: BV, French: SRL). This change is significant in that the capital requirement represented a guarantee for creditors, while the liability of the shareholders was limited. However, the abolition of capital requirements does not mean that creditors are left out in the cold. Sufficient equity must still be available, taking into account the specific factors of the company. In addition, the distribution of profits will be more strictly controlled.
The Belgian "NV"
The minimum capital requirement has not been abolished for the Belgian public limited company (AG, Dutch: NV, French: SA). However, a choice now exists between the previously prevalent monistic model (i.e. a board of directors that also manages the business) and the dualistic model (i.e. a management board that is supervised by a supervisory board). An NV no longer needs to have at least two shareholders, as was previously the case, and can also be founded by a sole shareholder.
From the domicile theory to the incorporation theory
An almost revolutionary change in corporate law is the transition from the former domicile theory to the incorporation theory. In Belgium (as in most European countries), the traditional approach was to apply corporate law at the location where the company’s management was based, known as the domicile theory. Belgium has now adopted the incorporation theory, which ensures the unrestricted mobility of Belgian companies within the European freedom of establishment framework, regardless of where management is exercised. The registered office is the only decisive factor. This means that a Belgian company can choose the applicable corporate law, and a predominantly non-Belgian company can choose Belgian corporate law.
Pleasant support with the dissolution of a Belgian company
We received excellent support from Euregio during the conversion of employment contracts and all activities related to the successful closure of a Belgian company. We can wholeheartedly recommend their services.
Setting up a company in Belgium
Mr. Wirtz and his colleague guided us through the process of setting up a company in Belgium, providing extensive and courteous advice. We are very grateful for their support!
Do you have any questions?
If you have any questions about corporate law in Belgium, please do not hesitate to contact our specialist, Evelyne Ruland. She can be reached by e-mail at e.ruland@euregio.law or by telephone at +32 11 29 47 01.
