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 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

Operations and logistics	LLC	Starter LLC	JSC	Branch	Representative office
Also known as:	SPRL	Starter SPRL	SA	Succursale	Bureau de representation
Doing business in Belgium permitted?	Yes	Yes	Yes	Yes	No
Allowed to sign contracts with local Clients?	Yes	Yes	Yes	Yes	No
Allowed to invoice local Clients?	Yes	Yes	Yes	Yes	No
Local office premises required before registration?	Yes	Yes	Yes	Yes	Yes
Allowed to import raw materials?	Yes	Yes	Yes	Yes	No
Allowed to export goods?	Yes	Yes	Yes	Yes	No
Accounting and tax
Corporate tax rate?	34%	34%	34%	34%	No income
Statutory audit required?	No	No	Yes	Yes	Yes
Annual tax return to be submitted?	Yes	Yes	Yes	Yes	Yes
Access to DTAAs?	Yes	Yes	Yes	Yes	Yes
Company law
Issued share capital required?	€18,550	None	€65,550	None	None
Resident director/representative required?	No	No	No	Yes	Yes
Business plan and financial projections required before registration?	Yes	Yes	Yes	No	No
Minimum number of directors?	1	1	1	1	1
Minimum number of shareholders?	1	1	1	Parent entity	Parent entity
Individual shareholders allowed?	Yes	Yes	Yes	No	No
Corporate shareholders allowed?	Yes	No	Yes	Yes	Yes
Public register of shareholders and directors	Yes	Yes	Yes	Yes	Yes
Immigration
Can the entity hire expatriate staff?	Yes	Yes	Yes	Yes	Yes
How long to get work permit approved	Yes	Yes	Yes	Yes	Yes
Fees and timeline
How long to set the entity up?	2 weeks	2 weeks	3 weeks	3 weeks	3 weeks
How long to open corporate bank account?	6 weeks	6 weeks	6 weeks	6 weeks	6 weeks
Estimate of engagement costs	€15,550	€15,550	€20,550	US$16,050	US$16,050
Draft invoice