Legal entity Procedure: how to create a company Human resources Taxes

Create a company in Belgian » Procedure: how to create a company

a. Procedure and costs relating to the formation of a branch in Belgium

The first thing that you need when you, as a foreigner, wish to set up a branch in Belgium, is choose a legal representative. This person represents the mother company and acts on its behalf and is responsible for all the activities of the branch.

In order to set up a branch, the following formalities are required:

• The decision by the parent to open a branch office
• The minutes of the appointment of the persons representing the parent in Belgium
• The (consolidated) annual accounts
• A copy of the incorporation act and statutes of the foreign company, translated into French or Dutch by a Belgian sworn translator
• Publication of this incorporation act in the Official Gazette (Het Staatsblad).
• A translation of the most recent balance sheet to be deposited with the National Bank
• Register at the Crossroads Bank for Enterprises « Banque Carrefour des Entreprises » in order to obtain a company registration number
• Apply for a VAT number with the local VAT administration.

b. Procedure and costs relating to the opening of a subsidiary in Belgium

For the creation of a subsidiary, which will be regarded as a Belgian company, the same formalities are required as for branch, but you also need a drafting of the articles of incorporation, enacted before a Belgian Public Notary.

c. Other formalities

Opening of a bank account
You have to open a Belgian bank account in the name of the company. The account number will be used for the business activities and must be stated on all business documents.

Certificate of basic management proficiency
This certificate is delivered by the Brussels Chamber of Commerce. You will need a sworn translation of your university degree or prove that you have at least three years of management experience, confirmed by two different sources

Professional card
You have to apply for a professional card at the Belgian Embassy in China (via the consulate in Beijing, Shanghai, Guangzhou or Hong Kong) or, if you have a residence permit, at the municipal authorities of your place of residence.

The normal procedure may take six to eight months. The accelerated procedure will permit you to obtain a professional card within a few weeks.

Within five days the embassy or the municipal authorities will forward your file to the Belgian minister of SME’s. This demand is based on the quality of the manager and will authorize you to independently perform professional activities in Belgium (and in all the member states of the European Union).

The file that has to be created has to include

• the certificate of creation of your company in Belgium
• a realistic and very detailed business plan
• details of your professional qualities and of former professional experiences
• a certificate of basic management proficiency

Your professional card has to be renewed every year, for this it is essential that your company operates on a normal basis, that it has an acceptable turnover and that you hire local staff, if possible.

Registration with the social insurance fund
Self-employed or company directors must affiliate with a social insurance company within 90 days of the start of commercial activities. This insurance covers the so-called big risks; family allowance, pension and healthcare. For the so-called small risks, e.g. dentist, a private insurance is needed.