Business entities in Belgium
Healy Consultants will assist our Clients with setup of the optimal Belgium business entity for their business needs. There are several types of legal entities available for foreign investors willing to do business in Belgium, the most common being the limited liability company, locally known as an “SPRL” (société privée a responsabilitée limitee). Alternatively, our Clients interested to raise capital in Europe can also request us to incorporate a joint stock company, while foreign corporates can also register a branch in Belgium or a representative office.
The Belgium limited liability company (société privée à responsabilité limitée)
- A Belgium LLC (SPRL) can be established with only i) one shareholder and ii) one director, who both can be foreigners and do not need to be ordinarily residing in Belgium to complete incorporation procedures. The company must however have a minimum paid up capital of €18,550 and the government can decide to raise that requirement higher if it considers such amount is not enough to cover the business expenses;
- At incorporation, all Belgium companies are also required to have i) a corporate bank account already opened in Belgium ii) a business plan and iii) real office space (a registered address is not sufficient). Healy Consultants can assist you to comply with these requirements, by opening the account on your behalf and by assisting you to draft the financial plan and find permanent premises for your Firm.
The Belgium joint-stock corporation (société anonyme)
- Formation of a Belgium joint-stock corporation can be done with i) two shareholders ii) three directors and iii) a minimum share capital of €65,550. At incorporation, the company will also be required to appoint one statutory auditor, which Healy Consultants can assist you to hire if needed;
- Belgium joint stock corporations can issue new shares and are also allowed to list on the Brussels stock exchange or another stock exchange in the European Union. This type of business entity is attractive to entrepreneurs willing to raise capital in Europe so as to fund expansion of their business.
The Belgium branch (succursale)
In accordance with Belgium Corporation Law, foreign companies can open a branch office in Belgium to do business in the country and/or run productive operations, provided they appoint a representative who however is not required to reside in the country. While registration for a branch and a limited liability follow similar procedures, branches are subject to higher compliance requirements, including the need to submit the audited financial statements of their parent company.
The Belgium representative office
Belgium Corporation Law does not differentiate between branches and representative offices. Consequently, a representative office in Belgium will be subject to the same requirements than a branch. The office will notably be required to submit tax filings and the audited financial statements of its “parent” company, although no corporate tax will be paid if the representative office does not pursue commercial operations.
Table of comparison between Belgium business entities
|Also known as:||SPRL||SA||Succursale||Bureau de liaison|
|How long to set the company up?||2 weeks||2 weeks||3 weeks||3 weeks|
|How long to open company bank account?||4 weeks||4 weeks||4 weeks||4 weeks|
|Corporate bank account options?||Fortis||Dexia||ING Group||Keytrade Bank|
|Belgium bank account mandatory?||Yes||Yes||No||No|
|Does our Client need to travel?||No||No||No||No|
|Corporate shareholders allowed?||Yes||Yes||Yes||Yes|
|Individual shareholders allowed?||Yes||Yes||No||No|
|Wholly foreign owned?||Yes||Yes||Yes||Yes|
|Minimum share capital for foreigners?||€18,550||€65,550||N/A||N/A|
|Resident director/representative required?||No||No||No||No|
|Minimum directors/representative allowed?||1||3||1||1|
|Corporate directors allowed?||No||Yes||Yes||Yes|
|Belgium standard corporate tax rate?||33%||33%||33%||N/A|
|Reduced corporate tax rates for SME?||Yes||Yes||Yes||N/A|
|Annual financial statements required?||No||Yes||Yes||Yes|
|Allowed to issue sales invoices in Belgium?||Yes||Yes||Yes||No|
|Allowed to sign contracts with Belgium entities?||Yes||Yes||Yes||No|
|Allowed to import and export goods?||Yes||Yes||Yes||No|
|Can rent an office in Belgium?||Yes||Yes||Yes||Yes|
|Can buy Belgium property?||Yes||Yes||Yes||No|
|Can own equity in other Belgium companies?||Yes||Yes||Yes||No|
|Total Belgium business setup costs in Yr. 1||€13,550||€18,550||US$14,050||US$14,050|
|Subsequent annual costs (incl. accounting and tax fees)||€2,300||€2,300||US$2,550||US$2,550|
|Sample engagement fee invoice|