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.
|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 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|
|A subsidiary must call on a company auditor if one of the following criteria is reached:
||Obligation to call on a company auditor if 100 persons are employed within the branch.|
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.
|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.|