Your foreign company wishes to set up operations in Belgium
1.You wish to open a point of sale or an administrative centre in Belgium (branch).
A. Publication of documents
If you wish to open a branch in Belgium, you must first file a series of documents (see Articles 81 and 82 of the Companies Code) with the registry of the Commercial Court in the jurisdiction of which the branch is established in order to have it recorded in the register of legal persons, a section of the Crossroads Bank for Enterprises:
- The certificate of incorporation and the consolidated version of the articles of association of the foreign company.
- The place where the company record can be consulted and its registration number in the register, as well as a certificate from the register establishing the existence of the company.
- the decision to open the branch taken by the body authorised to take such a decision in the foreign company, in accordance with the law of its State. It must include: the address of the branch, the activities of the branch, the name of the company and the name of the branch if it does not match that of the company, the appointment and the identity of the persons who are authorised to represent the company in dealings with third parties and to represent it in legal proceedings.
- The annual accounts must be filed with the National Bank of Belgium.
In certain cases these documents must be legalised
For companies from Denmark, France, Italy and Ireland, it is no longer necessary to have public documents legalised.
For private documents, the signature must be legalised by a public body in the country where the act was drawn up, for example by a local municipal authority.
Other documents must still be legalised before they are filed.
- This legalisation is carried out by apostille with respect to branches of foreign companies established in a country that has acceded to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents. The Authority that places the apostille on the document varies from country to country.
- For branches of foreign companies located in a country that has not acceded to the Hague Convention, legalisation is carried out by the Belgian Embassy of the country of origin and then by the Legalisation Department of FPS Foreign Affairs.
These documents must also be translated by a sworn translator if the language is not French, Dutch or German.
Registration documents may be printed and completed via the Moniteur Belge website.
B. Switching to the business one-stop shop
Once established in the CBE, you will go to the FORMALIS business one-stop shop to continue the administrative procedure.
The FORMALIS business one-stop shop will register your company as a commercial or craft company with the Crossroads Bank for Enterprises (CBE). At the end of the procedure, you will receive an official statement certifying your registration. All your company’s administrative or advertising documents must mention your company number.
To register with the Crossroads Bank for Enterprises as a commercial company, you must comply with the legislation on establishment. To do this, our one-stop shop staff will verify the basic management knowledge required by law.
To engage in certain regulated activities (construction, mechanic, body care, restaurant.) you must also provide proof of entrepreneurial capacity.
C. Social security for self-employed persons and employees.
As you are starting a self-employed activity, you are required to register with a Social Insurance Fund. If you engage in this activity through a company, you must also register it. The Formalis business one-stop shop will help you in this process and will provide you with information about your new status.
If you are an employer and you wish to hire staff to work on Belgian territory, you have obligations to fulfil. Group S, an accredited social secretariat, is one of the organisations certified by the Belgian National Social Security Office. It not only deals with payroll administration but offers related services and acts as a link to other institutions, such as the family allowances fund, the mutual health insurance fund, the industrial accident insurer, the External Service for Prevention and Protection at Work, etc.
2. You do not wish to set up an establishment in Belgium, and will instead operate from your foreign headquarters
A. Publication of documents
Since you are not setting up in Belgium, you do not have to file your articles of association, or have yourself registered in Belgium. However, certain authorities must be able to “identify you”. The business one-stop shop can help you in this respect.
B. Switching to the business one-stop shop
If you have a company belonging to the European Economic Area and wish to offer your services in Belgium on a temporary and occasional basis, your company does not have to prove entrepreneurial capacity (Article 5 of Directive 2005/36 of the European Parliament and of the Council of 7 September 2005 on the recognition of professional qualifications):
- If it is legally established in a Member State to engage in the same activity.
- AND if it has pursued this profession in a Member State for at least 2 years in the last 10 years.
The condition requiring the pursuit of the profession for 2 years does not apply if the profession or training leading to the profession is regulated in the country of establishment.
If your company does not meet all these conditions, it will have to prove its entrepreneurial capacity. This is examined by the Enterprise Desk of FPS Economy, SMEs, Self-Employed and Energy, which issues it with a certificate of entrepreneurial capacity.
The Formalis business one-stop shop can help you gather all the necessary documents and act as an intermediary between you and FPS Economy.
Formalis will identify your company in the Crossroads Bank for Enterprises. Both Formalis and other institutions and authorities (e.g. the National Social Security Office) will now be able to process your applications.
C. Social security for self-employed persons and employees.
Since your company is not established in Belgium, the company’s bodies are not subject to the self-employed social status in Belgium.
If you are an employer and you wish to hire staff to work on Belgian territory, you have obligations to fulfil. Group S, an accredited social secretariat, is one of the organisations certified by the Belgian National Social Security Office. It not only deals with payroll administration but offers related services and acts as a link to other institutions, such as the family allowances fund, the mutual health insurance fund, the industrial accident insurer, the External Service for Prevention and Protection at Work, etc.
