Company formation in Belgium
Setting Up a Holding Company in Belgium
A Belgian BV/SRL or NV/SA formed to hold shares, with notary, court registry, Moniteur belge, KBO/BCE and UBO filing handled as one file.
- No holding form: a BV/SRL or NV/SA
- Deed before a Belgian notary, proxy allowed
- No residence rule for shareholders or directors in the CSA
A Belgian holding is an ordinary company with a holding object
Belgium has no holding-company form. The Code lists the SNC, SComm, SRL, SC, SA and SE as companies with legal personality (Art. 1:5 section 2 CSA). We set up an ordinary BV/SRL (private limited company) or NV/SA (public limited company) whose corporate object is to hold and manage shares.
We act for founders and foreign groups placing a Belgian parent over subsidiaries, as part of our limited liability company service. We are not the notary and not a tax adviser: tax consequences and the choice of structure stay with your own licensed adviser.
What we handle
Eight pieces of the holding file.
The form question
We lay out the criteria: the Belgian SRL or when the SA is the right Belgian form, who holds, what is held, cash or shares. You decide.
Name and object clause
We choose the name, draft the object clause to hold and manage shares, and check availability in the public KBO/BCE search.
The founders' documents
We collect every founder's papers, including a corporate founder's documents and a proxy for anyone who will not attend the deed.
The financial plan
We prepare with you a plan over at least two years (Arts. 5:4, 7:3 CSA), written to show how the holding is funded before its first dividend.
Funding
Cash goes to a special account at an EEA credit institution (Art. 5:9 CSA). Shares need the founders' special report and a company auditor's report (Arts. 5:7, 7:7).
Deed, filing and registration
We coordinate the deed before a Belgian notary, the filing and publication through the notary, then KBO/BCE registration at an accredited business counter.
After the deed
We prepare the UBO filing with you, the transfer paperwork and register entry for a Belgian BV/SRL subsidiary, and the annual calendar.
Where our role stops
We are not the notary or a tax adviser, and we promise no bank account or advance ruling. No nominee holding. To buy instead of form, see buying a shelf company in Belgium.
How the setup works, step by step
Statutory limits are marked. Where no official time exists, the step says so.
- Decide the criteriaYou, with usNo official timing
- Name and object clauseUsNo official timing
- Founders' documentsYouNo official timing
- Financial plan and fundingYou, us, the bank, the auditorNo official timing
- Sign the deedThe notaryNo official timing
- File and publishThe notary30 days of the final deed (Art. 2:8 section 1)Legal personality on filing (Art. 2:6 section 1)Platform: 10 working days, 5 for natural persons only (Art. 2:22/1)
- Register with the KBO/BCEAccredited business counterNo official timing
- File the UBO, bring the shares inYou and usUBO within 30 days of incorporation
Decide the criteria
You, with us on the corporate side. No official timing. Form, who holds, what is held, cash or shares. Tax consequences go to your own adviser.
Name and object clause
Us. No official timing. We draft the object to hold shares and check the name in the public KBO/BCE search.
Founders' documents
You. No official timing, and the variable step for a non-resident. A corporate founder adds its register extract and evidence of who may bind it.
Financial plan and funding
You, us, the bank, the auditor. Two-year plan (Arts. 5:4, 7:3); cash to a special account (Art. 5:9); NV/SA capital EUR 61,500 (Art. 7:2). No published service level for bank or auditor.
Sign the deed
The notary, with you or a proxy holder (Art. 5:11 CSA). One appointment; no statutory time to draft.
File and publish
The notary. Statutory: file within 30 days of the final deed (Art. 2:8 section 1); legal personality starts on filing (Art. 2:6); platform track 10 working days, 5 for natural persons only (Art. 2:22/1).
Register with the KBO/BCE
Accredited business counter, you. No official timing. Then VAT (regional guidance: a passive holding is outside Belgian VAT) and the social insurance fund for a paid director.
File the UBO and bring the shares in
You and us. UBO within 30 days of incorporation. Belgian BV/SRL subsidiary: private deed and register entry (Arts. 5:61, 5:24); the Art. 5:63 lock-up applies unless the articles disapply it.
Ready to outline your holding setup?
Tell us who will hold, what will be held and who signs, and we outline the setup.
Documents you will need
The notary decides the form of each document, and a private proxy is allowed (Art. 5:11 CSA).
- Identity document and proof of address for each natural-person founder, director and beneficial owner.
- Corporate founder: articles, recent home-register extract, evidence of who may bind it.
- A corporate founder's latest annual accounts, which the bank usually asks for.
- A proxy if a founder will not appear, authentic or private.
- The financial plan, signed by the founders.
- For shares brought in: the subsidiary's articles and share register.
- Evidence of the date the shares were acquired.
- For a non-EU founder who will direct or be self-employed: a professional card, a separate regional procedure.
What the state charges
State and tariff lines only, each with its year, from the notary's fee page and the Moniteur belge tariff page. Our own fee is on request.
| Item | Amount | Basis and year |
|---|---|---|
| Fixed notarial fee, BV/SRL | EUR 217 plus EUR 298, excl. VAT | Tied to the standard cash deed for founders who are natural persons; from 1 January 2024; search, publication and registration costs and the writing duty are excluded |
| Moniteur belge, incorporation, electronic | EUR 236.50 excl. VAT (EUR 286.17 incl.) | Filings from 1 March 2026 |
| Moniteur belge, incorporation, paper | EUR 292.90 excl. VAT (EUR 354.41 incl.) | Same tariff |
| KBO/BCE registration | EUR 111.50 with one establishment unit, plus EUR 111.50 per extra unit | 2026, indexed annually |
| Total, BV/SRL formed by natural persons, standard cash deed, electronic filing | At least EUR 863 excl. VAT | 217 + 298 + 236.50 + 111.50 |
| Total, corporate founder or shares contributed | EUR 348.00 for the Moniteur and KBO/BCE lines; the notary quotes the notarial fee | 236.50 + 111.50 |
| Capital | NV/SA EUR 61,500; BV/SRL none, but sufficient own funds | Arts. 7:2, 5:1, 5:3 CSA |
| National Bank filing of accounts | Abridged EUR 89.40 (XBRL) or EUR 159.50 (PDF) | 2026; a parent cannot file the micro model (Art. 1:25 CSA) |
| Annual company contribution | EUR 399.73 or EUR 998.47 | 2025 amounts; 2026 not published |
| Late filing surcharge | EUR 151 to 1,510 | 2026, by company size and month of delay |
Notary page and KBO/BCE fee checked on 30 September 2026; Moniteur belge tariff for filings from 1 March 2026; National Bank tariffs for 2026; company contribution for 2025.
The tax rules a holding meets, with their dates
The rules a Belgian holding meets, as statute, with the date each applies from. This states the law and does not say which structure suits you.
| Rule | What the statute says | Article | Applies from |
|---|---|---|---|
| Corporate rate | 25%. The 20% band on the first EUR 100,000 is lost above the 50% investment test and by a company at least half held by other companies | Art. 215 al. 1 to 3 CIR 92 | In force |
| Participation | At least 10%, or an investment value of EUR 2,500,000, which must be financial fixed assets unless the recipient is a small company | Art. 202 section 2, 1 CIR 92, as amended by Art. 35 of the Loi-programme of 18 July 2025 | Assessment year 2026 |
| Holding period | Shares held in full ownership for an uninterrupted year already elapsed; a commitment is not enough | Art. 202 section 2, 2 | In force |
| Taxation test | No deduction for dividends from a company outside corporate tax or under a notably more advantageous regime, presumed below 15%; EU Member State rules deemed not more advantageous; plus a principal purpose test | Art. 203 section 1 | In force |
| Capital gains on shares | Exempt on the same conditions, only to the extent the gain exceeds write-downs previously allowed | Art. 192 section 1 | In force |
| Deduction amount | The amount received, grossed up by real or notional withholding, not 95%; limited to the period's profits | Arts. 204, 205 section 2 | In force |
| Dividends paid out | 30% base, declared and paid within 15 days on form 273A; exemptions under Art. 264/1 and the Art. 266 waiver, whose conditions for 10% or more are not stated here. A Belgian double taxation agreement may also apply | Art. 269 section 1, 1 | In force |
| Distribution to a natural person | VVPRbis 18%; liquidation reserve 9.8% with a cut-off of 30 December 2025; three-year director anti-abuse rule | Arts. 13 to 18 of the Loi-programme of 30 May 2026 | 1 July 2026; reserve 11 June 2026; rule 1 July 2026 |
| The Belgian capital gains tax | Reaches natural-person founders who sell or contribute shares to a company they control, or hold at least 20%; not the holding | Art. 90 al. 1, 9 and Art. 222/1, Law of 6 April 2026 | 1 January 2026 |
Interest deduction is capped at the higher of EUR 3,000,000 and 30% of EBITDA (Art. 198/1), and the CFC rule applies (Art. 185/2). Year-end changes from 3 February 2025 or 24 November 2025 without other justification are disregarded. The official CIR 92 copy predates the 2025 and 2026 amendments, so those rows come from their amending laws.
Problems we solve
Five points where a holding file goes wrong.
There is no holding form
We draft the holding object into the articles and check the name in the KBO/BCE search, because the Code has no holding form (Art. 1:5 section 2).
The 20% band
Art. 215 al. 3 removes the 20% band from a holding above the 50% test and from a company at least half held by companies: at most EUR 5,000 a year each. We flag it for your adviser.
Bringing shares in
We prepare the transfer paperwork and register entry, and keep evidence of the acquisition date, because the one-year condition counts full ownership. The Art. 5:63 lock-up applies unless the articles disapply it.
Visibility
The UBO register looks through indirect holdings, and a holder under 25% can still be a UBO. The filing is due within 30 days of incorporation.
Duties of a parent
A parent consolidates unless the group is small (Arts. 3:23, 3:25) and cannot file the micro model (Art. 1:25). Directors face a fine of up to EUR 80,000 for filing failures since 1 September 2026 (Art. 3:43). We keep the calendar.
Want the holding file checked before the deed?
Send us the draft plan, the founders' papers and the share list, and we check them before the deed is booked.
Why work with us
Lotte Vermeulen leads company formation and runs branch and subsidiary registrations for foreign parents.
From our practice: before a deed is booked we check that the object clause says holding, that the funding route fits the form, and that the plan shows how the holding is funded before its first dividend.
Related services
- The pillarThe forms and the route to incorporation.
- The private formForming the BV/SRL a holding usually is.
- The public formThe NV/SA and its EUR 61,500 capital.
- An existing companyTaking over a company instead of forming one.
Frequently Asked Questions
What are the downsides of having a holding company in Belgium?
Statutory points only, with no view on the net effect: the 20% band can be lost at both levels (Art. 215 al. 3 CIR 92); a parent consolidates and cannot file the micro model; directors face a fine of up to EUR 80,000 for filing failures since 1 September 2026 (Art. 3:43 CSA); the holder shows in the UBO register.
Is there a holding company form in Belgium?
No. The Code recognises the SNC, SComm, SRL, SC, SA and SE as companies; a holding is a BV/SRL or NV/SA whose object is to hold and manage shares (Art. 1:5 section 2 CSA). The private form is the BV/SRL, renamed from SPRL by operation of law on 1 January 2020 (Art. 39 of the Law of 23 March 2019).
Can a holding company lose the 20% corporate tax band, and can the company under it?
Yes, at both levels (Art. 215 al. 3 CIR 92). A company whose share investments exceed the 50% test does not get the band, and neither does a company at least half held by other companies. The band is worth at most EUR 5,000 a year (25% less 20% on EUR 100,000).
If I put my existing company under a new Belgian holding, is that taxed?
That depends on who contributes and how, and this page does not answer it. For a natural person the question is whether a contribution in kind is a transfer for consideration under Art. 90 al. 1, 9, a CIR 92; for a company the exchange rules apply. Ask your own tax adviser; we arrange a consultation.
Do I need substance in Belgium for a holding company?
The law states tests and stops there. The exemption carries a principal purpose test (Art. 203 section 1, 7 CIR 92), the general anti-abuse rule applies (Art. 344 section 1), and a company with a Belgian seat is presumed resident. A director needs no residence, but a corporate director needs a natural-person representative (Art. 2:55 CSA).
Will the Belgian capital gains tax of 2026 apply to my holding company?
It reaches natural-person founders, not the holding: Art. 90 al. 1, 9 CIR 92 taxes gains realised outside a professional activity, and Art. 222/1 extends the tax to legal persons of Art. 220, 3 or 4, not to companies subject to corporate tax. It applies from 1 January 2026 (Law of 6 April 2026).
Can a foreigner start a holding company in Belgium, and do I need to live there?
The Code sets no residence requirement for shareholders or directors, the deed can be signed by proxy (Art. 5:11 CSA), and a foreign director is deemed to elect domicile at the seat (Art. 2:147). A non-EU founder who will act as director or be self-employed meets the regional professional card, a separate procedure.
How much money do I need to start a holding company in Belgium?
A BV/SRL has no share capital, but founders must ensure sufficient own funds and a financial plan over at least two years (Arts. 5:1, 5:3, 5:4 CSA). An NV/SA needs EUR 61,500 (Art. 7:2). Cash goes to a special account at an EEA credit institution (Art. 5:9). Our own fee is on request.
How much does it cost to set up a holding company in Belgium, and what does it cost every year?
State and tariff lines only. Setup: Moniteur belge EUR 236.50 excl. VAT electronic, KBO/BCE EUR 111.50, plus the notary's fee (EUR 217 plus EUR 298 only for a standard cash deed by natural-person founders). Yearly: National Bank filing, abridged model EUR 89.40 to 159.50, and the company contribution (2025 amounts).
Which form should the holding take, a BV/SRL or an NV/SA?
This page gives criteria, not a verdict. The NV/SA needs EUR 61,500 of capital (Art. 7:2) where the BV/SRL has none (Art. 5:1). Both need a financial plan (Arts. 5:4, 7:3). Cash and in-kind contributions follow the same logic in both (Arts. 5:7, 5:9, 7:7, 7:12). BV/SRL transfers follow the Art. 5:63 lock-up by default.
What is the Belgian participation exemption, and what are all its conditions?
Dividends are deducted from profits (Art. 202 section 1, 1 CIR 92) on three conditions: a holding of at least 10% or an investment value of EUR 2,500,000, which must be financial fixed assets unless the recipient is a small company (from assessment year 2026); one uninterrupted year in full ownership; and the taxation test of Art. 203.
What is the dividends received deduction (DRD/RDT/DBI), and is it 95% or 100%?
DRD, RDT and DBI name the same deduction of "definitively taxed income". The income is taken to be in the profits at the amount collected, increased by real or notional withholding tax, so the deduction is of the amount received, not 95% (Art. 204 CIR 92). Art. 205 section 2 limits it to the period's profits.
What withholding tax does the holding pay when it distributes to a foreign parent?
The base rate is 30%, declared and paid within 15 days on form 273A (Art. 269 section 1, 1 CIR 92). Exemptions exist: one for holdings under 10% (Art. 264/1) and a parent-subsidiary waiver for holdings of 10% or more (Art. 266), whose conditions are not stated here. Treaty rates are not stated either.
What changed for holdings in 2025 and 2026?
Four dated changes: financial fixed assets on the EUR 2,500,000 limb from assessment year 2026; the VVPRbis rate of 18% from 1 July 2026; the liquidation reserve rate of 9.8% from 11 June 2026; and a three-year anti-abuse rule from 1 July 2026. The capital gains tax of 2026 reaches founders, not the company.
Belgium or Luxembourg for a holding company?
Criteria only, both sides cited. Belgium: 10% or EUR 2,500,000, with one uninterrupted year already elapsed (Art. 202 section 2 CIR 92). Luxembourg: 10% or EUR 1.2 million for dividends, 10% or EUR 6 million for gains, holding or committing to hold for 12 months (Luxembourg guichet). No verdict.
Start your holding setup file
Send us who will hold, what will be held and who signs, and we start the holding file.