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Your foreign company wishes to set up in Belgium.

1. You want to open a point-of-sale or an administrative centre in Belgium (branch).

 

A. Publication of documents

 

If you want to open a branch in Belgium, you must first submit a set of documents (see articles 81 and 82 of the Belgian Companies Code) with the registry of the Commercial Court in the jurisdiction of which the branch will be established, in order to have it recorded on the register of corporate entities, section of the Banque-Carrefour des Entreprises [Belgian Crossroads Bank for Enterprises]:

v      the instrument of incorporation and the coordinated version of the articles of association of the foreign company;

v      the place where the register of the company can be viewed and its registration number in the register, along with a certificate from the registry establishing the existence of the company;

v      the decision to open the branch made by the organ authorised to make such a decision in the foreign company, in compliance with the law of its State.  This shall include: the address of the branch, the activities of the branch, the name of the company and the name of the branch if different, the appointment and identity of the people authorised to bind the company with regard to third parties and to represent it in law.

v      the annual accounts are to be lodged with the Banque Nationale de Belgique.

In some cases these documents must be legalised

For companies from Denmark, France, Italy and Ireland it is no longer necessary to have the official deeds legalised.
For private deeds, the signature must be legalised by a public authority in the country where the deed was written, for example by a local council.
All other documents must always be legalised before they are lodged.

v      This certification takes place by endorsement for branches of foreign companies established in a country which has adhered to the Hague Convention of 5 October 1961 removing the requirement for legalisation of foreign public documents. The authority which endorses the document varies from one country to another.

v      For branches of foreign company located in a country which has not adhered to the Hague Convention, the legalisation is undertaken by the Belgian Embassy of the country of origin, and then by the Legalisation Department of Foreign Affairs FPS.

These documents must also be translated by a sworn translator if in a language other than French, Dutch or German.

Documents for registration at the registry may be printed and completed via the website of the Moniteur Belge.

 

B. Visit to the Point of Single Contact

 

Once created in the BCE, go to the Formalis Point of Single Contact in order to continue the administrative procedure.

The Formalis Point of Single Contact will register your company as commercial or manufacturing company with the Banque-Carrefour des Entreprises (BCE).  At the end of the procedure you will receive an official certificate attesting to your registration.  All of your company's administrative and publicity documents must mention your company number.

To register with the Banque-Carrefour des Entreprises as commercial company you must fulfil the legislation on the establishment.  To do this, our business advisor will verify whether you have basic knowledge in company management as required by the law.

To exercise certain regulated activities (construction, mechanics, healthcare, restaurant, etc.) you must furthermore give evidence of entrepreneurial capacities.

The Formalis Point of Single Contact will also deal with your company's VAT registration.  The VAT activation of the company number is mandatory for all companies liable for VAT.  The authorities have the right to take sanctions against companies that do not fulfil these obligations.

 

C. Social Security for self employed and employees.

 

As you are beginning a freelance or self employed activity, you are obliged to join a Social Insurance Fund.  If you exercise this activity within the framework of a company, you must also affiliate the company.  The Formalis Point of Single Contact will help you in this procedure and give you information about your new status.

If you are an employer and wish to employ staff to work on Belgian territory, you have obligations to fulfil.  Groupe S Secrétariat Social agréé is one of the organisations recognised by the Office National de Sécurité Sociale Belge [Belgian National Social Security Office].  It not only deals with the salary administration, but also offers related services and forms the link with other institutions such as the family allowance fund, the mutual insurance fund, the accidents at work insurer, the Service Externe de Prévention et de Protection au Travail [External Department for Prevention and Protection at Work], etc.

 

2. You do not wish to open a point-of-sale in Belgium, but you are going to operate from your foreign registered office

 

A. Publication of documents

 

Since you are not established in Belgium, you do not have to lodge your articles of association or be registered in Belgium.  Some authorities must however be able to "identify" you.  The Point of Single Contact will be able to help you with this.

 

B. Visit to the Point of single Contact

 

If you have a company forming part of the European Economic Area and you want to offer your services temporarily and occasionally in Belgium, your company does not have to prove its entrepreneurial capacities (article 5 of the directive 2005/36 of European Parliament and the Council of 7 September 2005 relative to the recognition of professional qualifications):

v      If it is legally established in a Member State to exercise the same activity

v      AND if it has exercised this profession in a Member State for at least 2 years out of the last 10 years.
The condition requiring the exercising of the profession for 2 years does not apply if the profession, or the training leading to the profession, is regulated in the country of establishment.

If your company does not meet all these conditions, it must prove its entrepreneurial capacities.  The test takes place at the SPF (federal Ministry) of the Economy, SMEs, Small Firms and Traders and Energy which issues a certificate of entrepreneurial capacities.

The Formalis Point of Single Contact can help you to collate the necessary documents and will serve as intermediary between you and the SPF Economy.

Formalis will identify your company in the Banque Carrefour des Entreprises.  Both Formalis and other institutions and authorities (e.g. the ONSS) will then be able to process your applications.

 

C. Social Security for self employed and employees.

 

As your company has no establishment in Belgium, the organs of the company are not subject to the social status of self employed in Belgium.

If you are an employer and wish to employ staff to work on Belgian territory, you have obligations to fulfil.  Groupe S secrétariat social agréé is one of the organisations recognised by the Office National de Sécurité Sociale Belge [Belgian National Social Security Office].  It not only deals with the salary administration, but also offers related services and forms the link with other institutions such as the family allowance fund, the mutual insurance fund, the accidents at work insurer, the Service Externe de Prévention et de Protection au Travail [External Department for Prevention and Protection at Work], etc.

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