Legal structure

A subsidiary or branch?

Before creating a legal entity in Belgium, you must CHOOSE THE FORM: subsidiary or branch.

  • The subsidiary is a Belgian company with its own legal personality, which differs from that of the parent company;
  • The branch is a commercial activity, void of any legal personality, of a foreign company set up in Belgium. These activities take place in Belgium and are managed by a legal representative of the parent company.

To find out more about the main characteristics of these 2 legal forms, click here.

SUBSIDIARY BRANCH
Its legal personality differs from that of the parent company Does not have its own legal personality. Although a separate economic entity, it is above all an extension of the parent company
  • A notarial act is necessary for its incorporation
  • The statutes must be registered with the commercial court and published in the Belgian Gazette
  • The subsidiary must be registered with the Banque Carrefour des Entreprises (BCE)
  • The transfer of certain information is necessary for its incorporation
  • This information must be published in the Belgian Gazette
  • The branch must be registered with the Banque Carrefour des Entreprises (BCE)
Costs:

  • Notary fees
  • Publication fees
  • Registration fees with the BCE
Costs:

  • Translation fees, notary fees and fees for the authentication of the statutes of the parent company
  • Registration and publication fees
  • Registration fees with the BCE
A subsidiary under Belgian law can be a fully-held subsidiary of a foreign company. There is no residency or nationality criterion for the shareholders
The liability of the shareholders is limited to their initial capital outlay to the subsidiary The parent company has an unlimited liability for every agreement and convention relating to the debt, activity, etc. that is concluded by the Belgian branch
The subsidiary is managed by a Board of Directors (SA) or by one or several managers(SPRL) The branch is represented by a legal representative
It is necessary to release a minimum capital (see below) There is no capital requirement: any branch can operate with the accounts of the parent company
Accounting obligations:

  • The balance sheet must be formatted in such a way as to be deposited with the National Bank
  • Publication of annual accounts
Accounting obligations:

  • The balance sheet must be formatted in such a way as to be deposited with the National Bank
  • Existence of annual accounts
A subsidiary must call on a company auditor if one of the following criteria is reached:

  • Turnover of 3 125 000€ (excluding VAT)
  • Balance sheet total of 6 250 000€ (excluding VAT)
  • 50 persons employed as Full Time Equivalents
Obligation to call on a company auditor if 100 persons are employed within the branch.
Linguistic obligations:

  • The location of the entity determines the language in which all official documents must be drawn up (in French for Wallonia)
  • All official communication with the authorities or the employees must be in French
Linguistic obligations:

  • Same as for the subsidiary
  • All documents from the parent company may be drawn up in the language of the company. However, if these documents are to be registered or published in the Belgian Gazette, they must be translated into French.

SA or SPRL ?

If a company opts for a subsidiary, it is necessary to CHOOSE ITS LEGAL FORM,

  • either Société anonyme (SA)
  • or Société privée à Responsabilité limitée (SPRL)

 

To find out more about the main characteristics of these 2 forms of legal entity, click here.

SA SPRL
Minimum capital: € 61,500 (paid up on incorporation) € 18,550 of which € 6,200 (or € 12,400 if the company is created by one single person) must be paid up on incorporation
The shares are registered or bearer shares and must not necessarily have a value. Their transfer is free of charge The shares are registered and the transfer must be authorised in advance
The liability of the shareholders is limited to their initial capital outlay Creation by one or several founding shareholder(s).
If the only founder is a legal entity, the latter shall be liable for all of the SPRL’s debts as long as they are the sole shareholder
The Board of Directors is comprised of at least 3 persons (two if there are only two shareholders). These persons must not necessarily hold Belgian nationality The liability of the shareholders is limited to their initial capital outlay
One or several managers manage the SPRL. They have full management powers and to set up a Management Board. These persons must on no account be Belgian or reside in Belgium
The company is represented by its Board, or by one or several directors acting alone or jointly with others according to the terms and conditions of the articles of incorporation. The company is represented before third parties by its general director(s). The articles of incorporation can however stipulate that several general directors must act jointly to represent the company.

 

Your tools :

  • Bookmark this page
  • Print this page