October 25, 2010, 11:37 am
Opening a branch or a subsidiary in Belgium is one of the first options for foreign companies wishing to invest in this country. However, a Belgian branch is not regarded as a separate entity from the foreign parent company whereas the subsidiary is considered a separate Belgian company. The branch is an extension of the parent company and doesn't have its own stock or board of directors. The process of opening a branch implies formal duties which may some require time to be completed, and more complex procedures then for incorporating an ordinary Belgium company.
Preliminary activities prior to registering a company branch in Belgium
Before registering the company at the Belgian Commercial Court's Registry, some documents need to be prepared. The recent annual accounts need to be prepared for notarization, as well as the Articles of Association of the company, abstract from the minutes of the Board Meeting containing the decision to create a branch in Belgium and authorize a person to perform the legal activities, a certificate confirming the legal existence of the parent company. Notarizing and authentificationg these documents needs to be done afterwards. Translations are necessary and it's mandatory they are performed by an official translator in Dutch, French or German.
Registering a Belgian branch at the Belgian Register of Legal Entities
In order for the company branch to be operational and legal, the founders, or the authorized person to do so, must register at the Belgian Register of Legal Entities. This is achieved through submission of an application filled with founders and foreign parent company information along with the documents listed above. Registration can be completed at the one-stop-shop which after the registration approval sends an announcement in the Official Gazette.
Registering for social security
If the branch established in Belgium will have employers, they must be registered with the Belgian National Social Security Office. This institution handles salary administration and forms the connections between other institutions as family allowance fund, accidents work insurer, External Department for Prevention and Protection at Work. Registering for social security is done through submission of company information contained in an application, along with relevant company documents.
How long does it take to open a Belgian branch?
Opening a Belgian branch does not differ much from setting up an ordinary Belgian company in terms of time of incorporation. Usually most of the activities are completed in one, or two days. However preparing the required documents and arranging notarization may take some time, as it depends on the public notary's schedule. Registering the company branch in Belgium may take up to three days, as well as registering with the relevant State Authorities. A Belgian subsidiary is usually created in 10 days, but the process may take more or less, depending on each case.
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