Open a Belgian establishment
Establishment unit in Belgium
A foreign company can open an establishment unit in Belgium without setting up a branch office. An establishment unit is a permanent establishment, such as a workshop, office, point of sale, warehouse, etc.
In contrast to a branch office, an establishment unit in Belgium is not represented by a legal representative who can bind the parent company to third parties.
An establishment unit has the following characteristics:
- No separate legal entity;
- Belgian company and VAT-number;
- No notarial deed of incorporation required;
- No court filing and publication formalities;
- No minimum initial capital to be paid up:
- No founder liability;
- No local representation and administration;
- Foreign bank account allowed;
- No filing of annual accounts (unless securities
are listed on the Belgian stock exchange);
- Possibly exempt from Belgian corporate tax
(depending on the situation)
Since an establishment unit does not have a separate legal personality, all its assets and liabilities belong directly to the foreign parent company, and the parent company is liable for the activities of the establishment unit.
All agreements entered into by the establishment unit will be deemed to have been entered into by the parent company.
Belgian branch office or establishment unit?
What distinguishes a Belgian establishment unit from a branch office is the absence of a permanent proxy (legal representative) in Belgium.
An establishment unit must therefore take all decisions through the parent company.
An Belgian establishment unit can have commercial or non-commercial activities.
An establishment unit which carries out only non-commercial activities is considered a Representative Office and has no VAT-number.
Our experience teaches us that registering an establishment unit without a branch office is faster than setting up a Belgian branch office because no legalisation and apostilles are required, and the registration of an establishment unit is not subject to formal court filing and publication formalities.
The average processing time for registering an establishment unit is 1 week. The activation of the VAT-number by the central VAT-office dealing with foreign companies may take a few weeks.
Setting up a Representative Office in Belgium
A representative office is an establishment unit with non-commercial activities of head offices.
Many firms choose to set up a representative office in order to gain experience and gain a better understanding of the size and potential of the Belgian market. They use the representative office to lay out their long-term goals and oversee their other business operations.
The mission of the representative office is to act as a liaison between the home office and trade organizations or related industries in Belgium. Representative offices often engage in market research and establish contacts with prospective customers and partners.
A representative office is only engaging in non-profit making activities.
Accordingly, the representative office may engage in any of the following functions:
- providing data and promotion materials to potential clients and partners;
- liaising with local and foreign contacts in Belgium on behalf of its parent company;
- supervising the implementation of contracts signed between your company and
local partners in Belgium;
- conducting research and surveying for its parent company in the local market;
- identifying trade opportunities;
- making travel arrangements for parent company representatives and potential
- other non-profit making business activities.
That being said, a representative office is restricted from directly engaging in any business for profit, i.e. it may not receive fees for services it provides, it may not sign contracts or deals on behalf of the parent company, it may not collect money or invoice organization/individuals within Belgium for services or products, it may not buy property or import goods or equipment.
Coventis sets up your Representative Office in Belgium within 1 week
As long as your representative office is not engaged in any profit-making operations in Belgium, its presence is considered non-taxable.
There are numerous benefits related to the establishment of a representative office. Your prospective partners and clients may often be unable to visit the home office of your parent company located abroad and therefore will certainly appreciate your local presence in Belgium. Furthermore, the establshment of a representative office is an effective tool for demonstrating to your Belgian partners and customers your long-term commitment to the Belgian market.
Establishment Unit details
Click on the tabs below and learn more about the formation formalities, the management, and the obligations arising from Belgian company law.
To register an establishment unit in Belgium, the following data
and documents are required:
- a description of the activities of the establishment unit
(in line with the objects of the parent company);
- the bank account number of the parent company;
- the residence details (private address) of a director of the mother company;
- the contact details (emal and telephone number of the director of the parent company);
- the address of the establishment unit;
If also a VAT-number is required for the establishment unit:
- the estimated annual turnover of the establishment unit;
- the % intra-community deliveries
- a recent company extract;
- the memorandum and articles of association, and all amending deed of the parent company
- a translation of the above documents to Dutch (unless they are available in Dutch, French, German,
- a copy of the passport or identity card of a director of the parent company
- proof of knowledge of managerial skills of a director of the parent company (this is only required if
the establishment unit is located in Brussels or Wallonia, but is not required in Flanders);
- proof of professional knowledge of the director (only applicable to regulated activities if the
establishment unit is located in Brussels or Wallonia, but is not required in Flanders);
- a power of attorney to Coventis to set up the Belgian establishment unit (to be drawn up by us).
After processing the application, a Belgian company number will be assigned to the foreign parent company and the Belgisan establishment unit will be registered.
An establishment unit has not share capital.
A Belgian establishment unit (without branch office) does not have its own management and is managed by the directors of the parent company.
No proxy can be appointed to represent and manage the establishment unit in Belgium.
If the parent company wants to be represented for its activities in Belgium, it need to set up a branch office.
An establishment unit with commercial activities in Belgium will be subject to the provisions of the Bookkeeping Act in Belgium and is required to keep books and accounting documents with respect to the establishment unit in Belgium.
This does not mean that the material transactions for the registration and processing of the data have to take place in Belgium, but that the books and accounting documents of the establishment units are directly accessible in Belgium.
A foreign parent company which has an establishment unit in Belgium is NOT required to file its annual accounts with the National Bank of Belgium if it has no securities traded on the Belgian stock exchange.
If the intention is to obtain a Belgian VAT identification, the establishment unit must be a permanent establishment.
A permanent establishment is defined as a management office, a factory, a workshop, an agency, a warehouse, a laboratory, a purchasing or sales office, etc. (whether or not rented), which is managed by a person who can bind the company to suppliers and customers and which has the means to supply goods or services on a regular basis.
The income of a Belgian establishment that is a permanent establishment is subject to Belgian corporate tax NI. The standard rate of corporation tax is 25%.
COMPANY SOCIAL SECURITY AFFILIATION
Every company, which is subject to Belgian corporate income tax or non-resident tax, must join a social security fund within three months and pay the annual corporate contribution.
SMEs (including establishment units of foreign companies) with commercial activities are exempt from the corporate contribution during the first three years from their formation if, during the 10-year period prior to their formation, the managers or directors and the majority of the working partners (who are not manager or director) have not been self-empoyed in Belgium for more than 3 years.
DIRECTOR SOCIAL SECURITY AFFILIATION
If the director of a foreign company does not reside in Belgium and receives no income in Belgium from the Belgian establishment unit, he is not required to join a social security fund in Belgium, and will remain subject to the social security fund in his country of origin.
On the other hand, if the director of a foreign parent company resides in Belgium and/or derives income from the Belgian establishment unit, he is considered self-employed and must join a social security fund at the latest on the day of the start of the activity in Belgium. That means in principle before the registration of the establishment unit. In practice, the affiliation of a director usually takes place within the quarter of opening the establishment unit.
As a self-employed person you pay social security contributions every quarter through a social security fund. This is how you build up the right to a pension, child benefits, health care, etc.
The social security funds bases the calculation of 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.
Your social security contributions are calculated on the basis of your income from three years ago. Afterwards, these contributions are, if necessary, regularized on your income for the current year.
If a director 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 activity 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 own country. This agency will inform the Belgian RSVZ and the countries consult each other (within 6 months) to determine to wihch legislation the person concerned 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 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 extremly fast and correct handling of the company registration, and also afterwards."
"We are extremely 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 opening an establishment unit
Collecting documents and drawing up a POA for registration of
the establishment unit
As a specialist in forming limited companies, opening branch offices and establishment units,
we coordinate all formalities for the registgration
of your Belgian establishment unit.
As the documents of the parent company (company extract, memorandum and articles of association) do not have to be legalized,
and an apostille seal is not required,
they are usually immediately available.
Registration in CBE
Upon receipt of all documents, the application for registration in the Crossroads Bank for Enterpises (CBE) is prepared and submitted.
A bank account number is required to register your company. You can open a business bank account with a bank in Belgium, but you may also use an existing bank account of the parent company.
Apply for a Belgian VAT-number
After the company number has been assigned, we request the activation of the company number as a VAT number. It takes on average 5 weeks for the Central VAT-office dealing with foreign companies to process the application.
Once the application for activation of your VAT-number has been filed, your establishment unit may already issue invoices. The VAT-application is of course not necessary if the establishment unit is set up as representative office.
Affiliation with a social security fund
Finally, we arrange for the affiliation of your company to a social security fund. Every foreign company with a Belgian establishment unit that is subject to Belgian corporate income tax or non-resident tax, must pay the annual corporate contribution in Belgium, which equals € 350. Dependent upon the situation, SMEs can be exempted from the corporate contribution during the first three years from their formation.
You will receive a full CBE extract with all specifications of the establishment unit.
Required data and documents
- description of the activities of the Belgian
- bank account number of the parent company
- forecasted annual turnover of the establishment
unit (not applicable to representative offices)
- percentage of intra-community deliveries
(not applicable to representative offices)
- residence details (address) of a director of
the parent company
- contact details (email, tel. phone) of a director of
the parent company
- address of the establishment unit
- recent company extract
- memorandum and articles of association, and any
amending deed of the parent company
- translation of the above documents (unless they are
available in Dutch, French, German or English)
- copy of the passport or identity card of a director of
the parent company
- proof of knowledge of managerial skills of a director
of parent company (if seat is in Brussels or Wallonia)
- proof of knowledge of professional skills of a director
(for regulated activities if seat is in Brussels or
Wallonia; not required in Flanders)
- power of attorney to Coventis (drawn up by us)
Coventis guides you through the entire founding process. A first consultation without any obligations is always free of charge.
Coventis offers you a total package, which
includes most of the formation costs.
Application for affiliation of the company with a social security fund for the self-employed
- Translation of the memorandum and articles of association,
and the company extract (if not in Dutch, French, German or
- Belgian address of the establishment unit
Rate€ 650 excl. VAT, for EU companies OFFER
- Consulting with regard to the formation of the establishment unit
- Collection and control of all required data and documents
- Drafting of the Power-of-attorney
- Application for registration with the Crossroads Bank for Enterprises (CBE)
- CBE registration fees
- Full CBE extract
- Application for activation of company number as VAT-number (not for rep office)
Belgian establishment address needed?
For only 150 euro per month, you have a Belgian
establishment address. This is not a virtual office, but a shared office space, which can be registered as your establishment address with the Crossroads Bank for Enteprises (CBE).
also to foreign companies whose registered office is located outside Belgium. Request your quote.