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Our areas of expertise include
- Market development
- Administrative support
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Corporate
- Company formation
- Acquisition of a company (M&A)
- Compliance
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Employment
- Personnel
- Secondment
- Compliance
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Commercial
- Distribution, contracts & GTC
- Debt collection
- Litigation
- Enforcement
When establishing a company in Belgium, it is advisable to consult a lawyer specialised in Belgian corporate law. Our team is well-equipped to provide comprehensive support for the establishment of your branch or subsidiary in Belgium. Our services include the preparation of all necessary documentation, ensuring seamless execution of all formalities. This encompasses drafting articles of association or memorandum of association, registration in the commercial register, and application for a tax number.
As we frequently assist foreign clients with company formation in Belgium, we have developed an all-inclusive ‚company formation in Belgium‘ package, which we offer at a fixed price. This approach ensures clarity and transparency from the outset. The company formation package includes the following services, among others: preparation of the articles of association, preparation of the budget, contact with the notary (signing of the deed of incorporation with power of attorney if required) and notary fees for the deed of incorporation. In summary, the entire incorporation process, including the costs of the financial plan and the notary. We can also assist with finding a registered office. This can be done at one of our offices in Hasselt or Brussels. Please contact us for a free quote.
If you decide to set up a company in Belgium, you will need to consider whether to set up a subsidiary or a branch. The optimal choice for your company depends on a number of factors.
1. Subsidiary in Belgium
The subsidiary is an independent company with its own capital and is subject to Belgian corporate tax on its profits. The subsidiary is typically established through the creation of a new company, although occasionally it is formed through the acquisition of an existing company in Belgium.
In order to set up a company in Belgium, a notarised deed of incorporation, a financial plan (proof that there is sufficient capital to run the business for two years) and publication of the incorporation in the Belgian Official Gazette are required. In addition, a tax number must be applied for, proof of membership of a social insurance fund for self-employed persons must be provided and the company must be registered with the Central Business Database (ZDU). The incorporation process takes approximately 4 weeks.
The legal form chosen when setting up a subsidiary depends on the interests of the parent company. In Belgium, the most common forms are the public limited company (AG, Dutch: NV, French: SA) and the limited liability company (GmbH, Dutch: BV, French: SRL). The choice of the optimal form of organisation is based on tax and legal considerations. Our team is well-versed in the intricacies of these structures and is equipped to provide comprehensive guidance on the nuances of each option.
There are many reasons for setting up a subsidiary. The primary benefit of establishing a subsidiary is the ability to separate liability between the subsidiary and the parent company, thereby reducing business risk. This is because the liability of shareholders is generally limited to their contribution. Additionally, a separate capital structure facilitates access to external resources and fosters trust among customers and business partners.
For an overview of the process of setting up a subsidiary in Belgium, please refer to our blog: The process of setting up a Belgian subsidiary step by step.
2. Branch in Belgium
A branch can be regarded as the outsourcing of a company’s export department to the foreign market, with a primary focus on business initiation and marketing goods and services. From a tax perspective, the branch is regarded as a permanent establishment, meaning it is subject to Belgian income tax. The branch does not have its own legal personality, which means that no capital contribution is required.
The advantages of a branch office include a flexible organisational structure, the freedom to structure capital resources and the close link to the business policy of the parent company. The establishment of a branch office can be a particularly compelling option for the execution of temporary projects.
However, it is important to note that the formalities involved in establishing a branch in Belgium should not be underestimated. For instance, the articles of association must be notarised, the required information must be published in the Belgian Official Gazette and the annual accounts of the parent company must be filed with the National Bank of Belgium. Overall, the formalities for setting up a branch are more complicated than those for setting up a subsidiary.
Another disadvantage of the branch is the absence of liability separation. As the branch does not have legal personality, the foreign parent company is liable for the Belgian branch’s liabilities. Consequently, the branch effectively functions as an extension of the parent company, which assumes responsibility for the branch’s liabilities. The lack of legal personality can also sometimes be an obstacle to building trust with clients and customers.
To help you decide between a subsidiary and a branch, we have compiled an overview of the advantages and disadvantages of each type of company: Starting a company in Belgium: subsidiary or branch?
One-stop-shop for company formation in Belgium
Setting up and maintaining a Belgian subsidiary or branch involves a number of formalities and accounting aspects involving various parties, such as a tax advisor, notary, payroll department, insurance company, etc. It is not guaranteed that all these disciplines will be covered by a single reliable partner in Belgium.
For the formation of a Belgian company, a Belgian notary is required. However, there is no need for you to search for a notary yourself, as we work with several notaries. We will coordinate everything with the notary so that you only need to be present when the deed of incorporation is signed (or, if you wish, we can sign the deed of incorporation with your power of attorney).
Our accounting partner will ensure that the proper bookkeeping procedures are followed for your Belgian company. They are familiar with the Belgian tax authorities and speak the Belgian national languages. Alternatively, you have the option of managing the Belgian bookkeeping yourself from your home country. In this case, the Belgian accountant will take care of the Belgian tax returns, filing of the annual financial statements, etc. However, you can also leave the Belgian accounting entirely to the Belgian accountant. As a rule, our accounting partner also prepares the financial plan required by law for the formation of a Belgian company.
In recent years, we have recognised the challenges associated with opening a bank account in Belgium. However, we have developed practical solutions and can offer you a streamlined process to set up your company in Belgium efficiently and with minimal hassle.
Any Belgian company needs a Belgian address. If you conduct your activities from a rented or purchased office in Belgium, this is not an issue. However, there are instances where business premises in Belgium might not be essential, such as for e-commerce activities or employees working from home. If you still require an address in Belgium, our company representation services in Flanders and Brussels may be the ideal solution.
Have you considered insuring your Belgian company against liability? It is important to note that while some domestic insurance policies may offer coverage for international activities, this is not a universal feature. The premium is calculated based on the specific activities of your company and the associated risks. Our insurance partner will be happy to provide you with a non-binding quote.
Corporate income tax in Belgium
If you set up a company in Belgium, the profits generated by the company will be taxed according to the Belgian corporate tax system. In contrast to the tax treatment of partnerships in some other countries, in Belgium, partnerships are also subject to corporation tax. The standard corporation tax rate is 25 percent, although it can be reduced to 20 percent under certain conditions. In addition, there are numerous incentives in place that further reduce the tax rate. Belgium does not have a separate trade tax. All companies are subject to the same corporate tax, irrespective of their sector. Our tax experts will assist you in identifying the most advantageous tax solution for your corporate structure in Belgium.
EXCELLENT service
I greatly appreciate the extra effort and support during the establishment of our company. Clear advice, and involved from day one!
Ms. Jacobs carefully prepared and managed many of the issues I encountered when setting up a company. Coordination with the other parties involved was equally smooth, as was representation through a previously granted power of attorney.
Mr. Wirtz assisted us with the incorporation of a Belgian company. It was an urgent matter, and he responded to our questions quickly and with great competence. We would appoint him again without hesitation.
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?
Do you have any questions about market development? Do not hesitate to contact our specialist lawyer for employment and commercial law Marco Wirtz. By email at m.wirtz@euregio.law or by phone +32 11 29 47 01.
