In order to set up a branch in Belgium, it is necessary to prepare a set of documents which have to be deposited at the commercial court. The documents must be translated by a sworn translator if the language is other than French, Dutch or German. The following documents must be legalised by a notary from the country of origin and then translated into an official language by an authorized Belgium translator: a copy of the registration certificate, the coordinated version of the Statutes and the decision of the competent corporate body to open the branch. The balance sheet of the previous year must also be translated.

1. What documents are required?

In order to set up a branch in Belgium, it is necessary to prepare a set of documents which have to be deposited at the commercial court.

In particular, the following documents are required:

  • The coordinated version of the Statutes of the company, and its memorandum of association;
  • Registered number of the company, certificate from the registry of commerce confirming the existence of the company;
  • The decision to open the branch taken by the authorized body of the society. In this decision the following information will be reflected: the address of the branch, the activities of the branch, the company name, the appointment and identity of the persons who are authorized to bind the company legally or financially and represent company in the service of justice;
  • The annual accounts and the consolidated accounts of the company, relating to the last fiscal year in the form in which these statements were drawn audited and published in accordance with the applicable law;
  • A document issued by the commercial register or the central register in which the company file is held in accordance with article 3 of the First Council Directive 68/151/CEE of 9 March 1968, certifying the existence of the company;
  • The amount of subscribed capital if not mentioned in the documents previously referred;
  • The branch address, the activities of the branch, and its name if different from the name of the company;
  • The appointment and identity of the persons authorized to represent the company as its permanent representatives. The extension of the powers of theses representatives must also be determined.

For private deeds, the signature must be legalised by a public authority in the country where the act was written. The documents must be translated by a sworn translator if the language is other than French, Dutch or German. The following documents must be legalised by a notary from abroad and then translated into an official language by an authorized Belgium translator: a copy of the registration certificate, the coordinated version of the Statutes and the decision to open the branch. The balance sheet of the previous year must also be translated.

2. What is the required procedure?

The new branch may commence its commercial activities upon receiving its registration number and the incorporation of the branch shall be published in the annex of the Moniteur Belge.

At the end of proceedings, the representative of the branch receives an official extract confirming the branch´s registration. All the administrative or advertising business documents of the branch must indicate its business number.

It is the Registry of the commercial court which gives the business number of the branch.  The number is provided 48 hours after the deposit of the documents. With a view to obtain a business number it is necessary to submit all required documents to the Registry of the commercial court. For this purpose it is essential to fill in a form that can be found in the following website:

http://www.ejustice.just.fgov.be/tsv_pub/form_f.htm

This form should be filed in two copies. There is a possibility to file all documents on line: www.e-greffe.be.

The prescribed fee must be paid for the deposit of documents. The fee is 262.21 euro.

When the branch is already registered in the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises (B.C.E.)), it is necessary to get the VAT number activated, if it is the company subject to VAT.

A business desk (guichet d’entreprise) is responsible for a number of tasks for which companies had previously used multiple stops. Besides the administrative duties, a business desk (guichet d’entreprise) can also offer additional services, as for example, the introduction of a wide variety of applications and authorizations. Some of the business desk (guichet d´entreprise) may also provide the service of getting the VAT number activated.

3. What about the branch manager?

The managers and directors are considered self-employed and are therefore subject to the social status of self-employed. A branch director should join a Social Insurance Fund (Caisse d’assurances Sociales) the first day of his work.

Arts. 6, 9 Royal Decree of 19 December 1967

For this purpose it is necessary to file a declaration with the Minister of the Middle Classes. Once affiliated, the social insurance fund sends a certificate of affiliation. One may also subscribe the declaration of affiliation 6 months in advance of the start of the activity as a director of the branch.

More information on our website:
https://www.law-right.com/how-to-obtain-a-belgian-professional-card/