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Setting up and the Legal Corporate Structure

   Formation of a subsidiary 
   Formation of a branch 
   Subsidiary versus branch 
   Alternative possibilities 

General principle
NO prior government authorization required and no restriction on the transfer of capital into or out of Belgium!

Main options
Belgian company law recognises the commercial company in various forms. Amongst them the Corporation, the Limited Liability Company, the Co-operative Company, the European Economic Interest Grouping (EEIG). The limited liability company (SA/NV) is the form of entity most widely used by foreign investors for substantial Belgian operations, the common exception being the establishment of a branch.

Formation of a subsidiary
A subsidiary in the form of a company organised under Belgian law is endowed with legal personality and hence forms a legal entity distinct from its parent.

How to proceed ?

A subsidiary which takes the form of a limited liability company ("societe anonyme" S.A. "naamloze vennootschap" N.V.) must be incorporated by notarial deed.
Shareholders may be individuals or corporate entities, whether Belgian or foreign. A Belgian company must have a minimum of two shareholders. A company's lifetime is unlimited unless otherwise stated in the bylaws.

The subscribed capital must be at least 25% paid up, with a minimum amount of paid-up capital of BEF 2,500,000 (about 61.975 Euro) . Belgian law requires a minimum of three directors, elected individually for periods of up to six years (minimum of two directors for companies having two shareholders only). They may be dismissed at any time by the shareholders' general meeting. The directors may be individuals or companies, regardless of nationality and residence. If they are individuals, they have to join a social security insurance scheme, but in most cases, they will be exempted from paying any contribution.

Formation of a company takes about three weeks.

As an indication, formation costs of a company with a share capital are the following :
- notary's fees calculated in proportion to the total share capital;
- registration tax at 0,5% due on issued share capital;
- publication cost of the articles of association in the Belgian Official Gazette (+/- BEF 6,000 or 150 Euro);
- costs of registration with the Trade Register (BEF 4,000 or +/- 100 Euro).

The subsidiary must be registered with the local Trade Register . The subsidiary must also apply for a VAT number (the latter does not entail any additional costs).

For more information, please visit: http://www.mineco.fgov.be/investors/index_en.htm




Today is Friday January 24, 2003
This page was last updated on Thursday June 13, 2002
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