Establish a branch in Belgium
Opening a branch office
Any foreign company can set up a branch office in Belgium and is represented for the actions of the branch office by a legal representative who can bind the foreign company to third parties.
A branch office has the following characteristics:
- No separate legal entity (extension of parent company)
- Belgian company- and VAT-number;
- No notarial deed of incorporation required;
- Extensive court filing procedures (including legalizations
and official translations);
- No minimum share capital required;
- No founder liability applicable;
- Parent company is liable for commitments of branch office;
- Own management by a legal representative;
- Branch has same name as parent company;
- Different 'commercial name' for branch allowed;
- Activities must be the same as parent company;
- Low corporate income tax (same as for limited company)
Since a branch office does not have a separate legal personality, all of its assets and liabilities belong directly to the parent company and the parent company is liable for the activities of the branch office. All agreements entered into by the branch office will be deemed to have been entered into by the foreign parent company.
Belgian branch office or establishment unit ?
What distinguishes a Belgian establishment unit from a branch office is the absence of a legal representative in Belgium.
An establishment unit must therefore take all decisions through the foreign parent company.
Our experience teaches us that opening a branch office takes on average more time than registering an establishment unit without a branch, because the formation of a branch office is subject to formal filing and publication requirements and all documents must be officially translated, legalized and provided with apostille seal.
The average lead time for setting up a Belgian branch office is 2 to 3 weeks.
Branch office details
Click on the tabs below and learn more about the formation formalities,
the management, and the obligations arising from Belgian company law.
Before opening a Belgian branch office, the foreign parent company must file the following information and documents with the registry of the company court of the jurisdiction where the branch will be established.
- a copy of the memorandum and articles of association of the parent
company, and any amendments thereof;
- an extract from the company register;
- directors resolutions regarding the opening of the branch office;
- the name and legal form of the parent company;
- the register and the number under which the company is registered;
- the objects of the parent company;
- the activities of the branch office (in line with the objects of the parent
- the share capital of the parent company;
- the identity of the directors of the parent company;
- the appointment and identity of the persons appointed as legal
representatives of the branch office;
- the registered office (seat) of the branch office;
- the starting date of the branch office;
- the financial year of the branch office and the time of the annual general
Each of the documents mentioned above needs to be submitted to the competent authorities to provide a certified copy with an apostil (i.e. an internationally recognized seal as per the Hague Convention of 5 October 1961). However, the use of an apostil is only possible if the parent company is located in a country which adhered to said Convention. If the Hague Covention does not apply, the documents will need to be legalized by the local Belgian Consulate General.
If the original documents are not drawn up in Dutch, a sworn translation is required.
All of the aforementioned documents will be filed with the registry of the company court in Belgium (in the district where the branch is established), which will assign a company number to the branch office.
An extract of the directors resolutions will be published in the Belgian Official Gazette.
As a branch office is not a separate legal entity and has no share capital.
A Belgian branch office has its own management and is led by a legal representative who is appointed by the parent company.
This proxy has the mandate to represent and manage the branch office in Belgium and within that function can perform all legal acts and bind the parent company in dealings with third parties and in legal proceedings in connection with the activities of the branch.
Belgian company law does not require the legal representative to be Belgian. Neither does the legal representative need to be a Belgian resident. Proper consideration should be given to work permit regulations.
Since the legal representative is supposed to carry out daily management of the branch office and sign all official documents, it is strongly recommended that he or she is based in Belgium.
Foreign companies are subject to the provisions of the Belgian bookkeeping regulations only with respect to their Belgian branch office.
The books, accounts and accounting documents concerning the branch office are kept in Belgium; this does not mean that registering and processing the data must take place in Beligum, but that the books, accounts and supporting documents of the branch office should be directly accesssible in Belgium.
Every foreign company, which has a branch office in Belgium, is obligated to file its annual accounts (and its consolidated annual accounts if this is mandatory in the country of origin) for the last closed financial year with the National Bank of Belgium within the month following its approval and at the latest seven months after the closing date of the financial year.
This obligation does not apply to foreign parent companies that - if they were governed by Belgian law - would not be obligated to disclose their annual accounts taking into account their legal form and size. Please note that these companies are still obligated to file a social balance sheet. The social balance sheet only relates to the employment in Belgium.
The annual accounts (and if applicable the consolidated annual accounts) must be filed in the form in which they have been prepared in accordance with the law of the state of the parent company and, where appropriate, audited and published.
The financial statements prepared by the branch office with regard to its activity in Belgium do not need to be filed and published separately.
In principle, a Belgian branch office is taxed in the same ways as a Belgian company.
The standard rate of corporation tax is 25% from 1 January 2020. For SMEs, a reduced rate of 20% applies to the first € 100.000 taxable profit. The part of the profit above € 100.000 is taxed at the standard rate.
In order to benefit from the reduced SME tax rate, a gross remuneration to minimum one legal representative of at least € 45.000 is required, unless the taxable profit is less than € 45.000; then a remuneration equal to at least the amount of the taxable profit is sufficient. The remuneration condition to benefit from the reduced tax rate does not apply to small companies during their first four financial years from their incorporation.
Social security affiliation
COMPANY SOCIAL SECURITY AFFILIATION
Every foreign company with a Belgian branch office, which is subject to Belgian corporate income tax or non-resident tax, must join a social security fund within three months of opening the branch office in Belgium and pay the annual corporate contribution.
SMEs (including branch offices of foreign companies) registered as a commerical enterprise in the CBE are exempt from the corporate contribution during the first three years from the formation of the branch office if, during the 10-year period prior to the formation, the legal representatives of the branch office have not been self-employed in Belgium for more than 3 years.
DIRECTOR SOCIAL SECURITY AFFILIATION
As a legal representative of a branch office, you are considered self-employed on the day of your appointment and you must joint a social security fund at the latest on the day of the start of your activity. That means in principle before the filing of the directors resolutions regarding the formation of the branch office with the company court. In practice, the affiliation of a legal representative usually takes place within the quarter of the opening of the branch office.
As a self-employed person you pay social security contributions every quarter through a social security fund. This is how you build up the rights to a pension, child benefits, health care, etc.
The social security fund bases the calculation of the social security contributions on the data provided by the tax authorities. This concerns the gross professional income, minus the operating expenses, charges and losses, determined in accordance with the legislation on income tax.
Social security contributions are calculated on the basis of a legal representative's income from three years ago. Afterwards, these contibutions are, if necessary, regularized on the legal representative's income of the current year.
If a legal representative already has a self-employed status and resides in another EU member state, and realizes a minimum of 25% of the turnover, working time and income from the self-employed acitivity of the parent company, there is a good chance that he is not liable for social security in Belgium. He must request form A1 from the authority responsible for the social security of the self-employed in his country. The authority in his country will inform the Belgian social security agency (RSVZ) and the countries will consult each other (within 6 months) to determine to which legislation the legal representative is subject.
Some spontaneous testimonials
from our many satisfied customers
"In Belgium, Coventis offers the best service, and proper corporate guidance in particular. We are also very satisfied with all the administrative work that you have completely taken over and the excellent service that you have offered. Thanks again."
"We are very satisfied with the service provided. All of our questions were answered quickly and sufficiently. The entire process went smoothly and correctly with great customer-friendliness."
"From the first contact, we received a clear and professional explanation.
This remained so during the extremely fast and correct handling of the company registration, and also afterwards."
"We are very satisfied with your services. Everything went correctly and as agreed. If it were possible to trade with everyone like that, the world would be a lot easier."
Step-by-step plan for setting up a branch office
Collecting all documents and drafting the directors' resolutions
As a specialist in setting up branch offices,
we coordinate all formalities and draft the directors' resolutions regarding the branch.
Collecting all legalized and apostilled
documents in the country of the parent
company takes on average 2 weeks.
Sworn translation of the documents
of the parent company
We will coordinate the official translation to Dutch of the mem&arts, the company extract and the directors' resolution, and have the signature of the sworn translator legalized by the court of first instance in Belgium.
Filing of documents &
publication of extract
The documents are filed with the registry of
the company court in the district where the branch office is established.
Your Belgian branch office will be assigned a company number within approximately one week after filing. An extract of the directors resolutions will be published in the Belgian Official Gazette within 15 days.
Opening a bank account
With the extract from the Belgian Official Gazette, you can open a bank account for your branch office. The bank account is needed for activation of the company number as VAT-number and the registration of the branch office in the Crossroads Bank for Enterprises (CBE).
Before opening an account, the bank will have
to perform Customer Due Dilligence to verify the identity of the persons who own or control the company and branch, which may take a week.
Registration of the company
in the Crossroads Bank for Enterprises (CBE)
After we receive a stamped copy of the extract from the company court and your bank account has been opened, we will immediately register the company in the Crossroads Bank for Enterprises (CBE). If the seat of the branch office is located in Brussels or Wallonia, the legal representative must furnish proof of managerial skills. This is not required in Flanders.
Activation of company number
From the moment the branch is registered in the CBE, we will apply for the activation of the company number as VAT-number. VAT or 'value added tax' is like a general sales tax. Sometimes, the activation of the VAT-number by the VAT-Administration may take a few weeks.
with a social security fund
Finally, we arrange the mandatory affiliation
of your company with a social security fund.
Every foreign company with a Belgian branch office is subject to the annual corporate contribution (€ 350) unless the company is exempted during the first 3 calendar years.
The legal representative of the branch office
may not be subject to social security in
Belgium, depending on the situation.
You will receive a full CBA extract from us, as
well as the extract of the directors resolutions published in the Belgian Official Gazette.
Required data and documents
- Objects of the parent company
- Registered office of the parent company
- Share capital of the parent company and capital
contributions made by the shareholders
- Identity and residence details of the shareholders
and the directors
- Identity and residence details of the persons
appointed as legal representatives of the branch
- Belgische seat address of the branch office
- Activities of the branch office
- Starting date of the branch office
- Financial year of the branch office
- Time of the annual meeting of the branch
- Copy of the memorandum and articles of
association, and of all changing deeds, with apostille
- Extract from the company register, with apostille
- Certified translation of the above documents
(if the originals are not in Dutch)
- Recto-verso scan of the identity card of the directors
and the persons appointed as legal representative of
the branch office
- Proof of knowledge of managerial skills (only
required if the seat is located in Brussels or Wallonia)
- Proof of knowledge of professional skills (only
required for regulated activities if the seat is located
in Brussels or Wallonia)
Branch office formation costs
Coventis guides you through the entire founding process. A first consultation without any obligation is always free of charge.
Coventis offers you a total package, which includes most of the branch formation costs.
FREE OF CHARGE:
- Application for affiliation of the company and the
legal representative with a social security fund
- Certified translation of the memorandum and articles of
association, the extract of the company register, and the
directors' resolutions regarding the formation of the branch
office (if they are not drawn up in Dutch)
- Legalization and apostille costs (to be paid directly by the
parent company in his country)
- Belgian seat and establishment address of the branch office
ADDITIONAL SERVICES FOR NON-RESIDENTS
(who will be the legal representatives of the Belgian branch):
- application for a registration number (for foreign natural
persons): € 88,5 excl. VAT
- assistance with opening a Belgian bank account:
€ 150, excl. VAT for EU-companies
Rate€ 1.950 excl. VAT, for EU-COMPANIES OFFER
- Consulting with regard to the branch office's structure
- Collection and control of all required data and documents
- Drafting of the directors' resolutions with respect to the branch office in accordance with all legal requirements
- Preparing and drafting the application forms for the company court
- Filing all formation documents with the registry of the company court
- Publishing fees of the Belgian Official Gazette
- Application for registration of the company with the Crossroads Bank for Enterprises (CBE) with full extract
- CBE registration rights
- Application for activation of the company number as VAT-number