Business entities in Belgium in 2022

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 a “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 or SPRL)

• 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;
• Best uses for a Belgium limited liability company: a Belgium LLC is recommended for most types of business activities in Belgium.

The Belgium starter LLC (Starter SPRL)

• The Belgium starter LLC is an entity specifically created for new startups. Unlike other LLCs, a Belgium Starter LLC can be registered without a minimum paid up capital during its first three years. After three years, the shareholders must have injected a minimum of €18,500 to the company;
• Best uses for a Belgium starter LLC: while such entity is attractive thanks to the absence of a paid-up capital requirement, we recommend our Clients to weight the same against the increased litigation risks. Shareholders registering a starter SPRL can be liable for the company’s debt and losses during up to three years.

The Belgium joint-stock corporation (société anonyme or SA)

• 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;
• Best uses for a Belgium joint stock corporation: this type of business entity is attractive to entrepreneurs willing to raise capital in Europe so as to fund the 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;
• Best uses for branch registration: in most cases, we recommend our Clients to consider registering a subsidiary (LLC) rather than a branch in Belgium.

The Belgium representative office (bureau de liaison)

• 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.
• Best uses for representative office registration: in most cases, we recommend our Clients to consider registering a subsidiary (LLC) rather than a representative office in Belgium.

Table of comparison between Belgium business entities