Running the company: address, director, bank, founder residence
Local Director in Belgium
A real person as director of your Belgian company, with the law on what that person carries set out before you appoint.
- No residency rule for directors in Belgian company law
- Full statutory liability, Arts. 2:56 to 2:58 of the Companies and Associations Code
- Appointment filed within 30 days
A local director for a Belgian company
Belgian company law sets no residence or nationality condition for a director (Arts. 5:70 §1 and 7:85 §1 of the Companies and Associations Code, read across the articles). Any reason to appoint a resident one is commercial, not statutory. "Local" and "nominee" are market labels; the Code knows only a director.
We supply a real person who accepts the mandate with its full liability, and we handle the statutory mechanics of the appointment. The seat and the address are a different, registered activity: see giving a Belgian company a registered seat without renting an office.
What is included
Six parts of the service, each tied to the article that governs it.
A real person as director
A natural person who accepts the mandate knowing the liability rules of Arts. 2:56 to 2:58 of the Code. A legal person may also act, through a permanent representative (Art. 2:55).
The appointment decision and filing
The general-meeting decision, then the extract filed so that the appointment is published in the Moniteur belge (Arts. 2:8 §1, 5° a) and 2:14).
Service agreement within the statute
Scope, information rights, notice, resignation and fee, allocated only as far as the law allows (Art. 5:70 §4). An advance indemnity from the company is deemed unwritten (Art. 2:58).
UBO and register follow-up
The UBO register is updated within 30 days of a change in control, and confirmed every year. The documents are prepared with you.
Replacement or resignation
Ending a mandate, whether the director is named in the articles or not (Art. 5:70 §3 and §4), with the filing run again.
Where the service stops
We are not the notary, and we offer no anonymity: the registers show the director. No company indemnity, no bank or counterparty promise, no tax advice, no claim that supplying a director is licensed.
When a Belgian-resident director is asked for
No statute asks for one. Four situations where someone does, set out as criteria, not as advice.
A bank or counterparty wants a contactable officer
A market expectation: no official source establishes it, and bank practice is not verified. Our page on a corporate bank account Belgium sets out what a bank file contains.
A regulator, for a licensed activity
Sector rules were not researched for this page and none is implied. Licensed activities are covered on their own pages.
The tax-residence position
A seat in Belgium carries a presumption of Belgian residence, and a foreign parent can have a Belgian establishment. The table below quotes the statute; your own advisers model it in both directions.
Availability to sign and attend
Lighter instruments exist: a power of attorney, a day-to-day management delegate, an EEA-resident founder taking the mandate, or buying a ready-made Belgian company instead of forming a new one. A non-EU person may attend board meetings under a narrow exemption (see the card on the professional card).
How the appointment works
Eight steps, with who acts. A duration appears only where an authority publishes one. For the same steps on a company already running, see changes to a Belgian company.
- Confirm the needClientNo official time
- Weigh the alternativesClientNo official time
- Identify the directorClient and directorNo official time
- Sign the service agreementClient and providerNo official time
- Pass the decisionClient, notaryNo official time
- File the extractClient, registryWithin 30 days of the act (Art. 2:8 §1, 5° a)State charge EUR 171.70 excl. VAT
- Check affiliation, card and UBODirector, clientUBO update within 30 days of a change, annual confirmation
- End or replace the mandateClient and notaryAccounts within 30 days of approval, at the latest 7 months after year-end (Art. 3:10)
Confirm the need
Establish that no statute requires a resident director, and name the real trigger. Client. No official time.
Weigh the alternatives
Compare the lighter instruments; if substance or tax is the trigger, your advisers model it in both directions. Client. No official time.
Identify the director
A natural person, or a legal person with a permanent representative (Art. 2:55). Decide whether the mandate sits in the articles or rests on the general meeting. Client and director.
Sign the service agreement
Scope, information rights, notice, resignation, fee. An advance indemnity from the company is deemed unwritten (Art. 2:58). Client and provider.
Pass the decision
The general meeting appoints and minutes it. A notary is needed only if the articles name the director or must change. Client, notary.
File the extract
Within 30 days of the act, so it is published (Arts. 2:8 §1, 5° a), 2:14). State charge EUR 171.70 excl. VAT. Publication time not published. Client, registry.
Check affiliation, card and UBO
Social insurance fund, professional card for a non-EU mandate holder, UBO update within 30 days of a change. Director, client.
End or replace the mandate
The meeting can end an unnamed director at any time; a named one needs an amendment. Liability still attaches to those who "hold or have held" effective power (Art. 2:56). See the director liability guide.
Not sure whether you need a resident director at all?
Tell us the trigger, and we set out the options and the statute with you.
What Belgian law puts on a director
Ten rules, each with its article. For the full liability rules, see the director liability guide.
What the Code and the income tax code say about a director, rule by rule.
| Rule | What the Code says | Source |
|---|---|---|
| Residency | No residence or nationality condition on a director is stated. This is an absence read across the articles | CSA Arts. 5:70 §1, 7:85 §1 |
| Domicile | A foreign-resident director is deemed to elect domicile at the seat for the whole mandate, including for writs on liability for management | CSA Art. 2:147 |
| Legal person as director | Acts through a permanent representative, who is jointly liable with it | CSA Art. 2:55 |
| Powers | Every act necessary or useful for the object. Internal limits cannot be set against third parties, even if published | CSA Art. 5:73 §1 |
| Liability | Directors and all who hold or have held the power to manage effectively answer to the company and to third parties for fault. Only conduct that manifestly exceeds the prudent margin counts | CSA Art. 2:56 |
| Ceilings | Five tiers, EUR 125,000 to EUR 12,000,000, by company size. One ceiling for all liable persons per set of facts | CSA Art. 2:57 §1 and §2 |
| Outside the ceilings | Four cases: habitual light fault, serious fault or intent; share-capital obligations; the tax, VAT and recovery-code joint liabilities listed in the Article; Art. XX.226 of the Code of Economic Law, by cross-reference | CSA Art. 2:57 §3 |
| Advance indemnity | Any provision of the articles, a contract or a unilateral undertaking contrary to the article is deemed unwritten | CSA Art. 2:58 |
| Accounts | Filed within 30 days of approval and at the latest seven months after year-end. Since 1 September 2026 the fine for a director who breaches the duty can reach EUR 80,000 | CSA Arts. 3:10, 3:43 |
| Directing from abroad | A seat in Belgium carries a presumption of Belgian residence. A place of management, or an agent, can be a Belgian establishment of a foreign undertaking. Stated as the statute reads, no conclusion | CIR 92 Art. 2 §1, 5° b), Art. 229 §1 and §2 |
- Five tiers by company size
- One ceiling for all liable persons per set of facts
- Habitual light fault, serious fault or intent
- Share-capital obligations
- Tax, VAT and recovery-code joint liabilities listed in the Article
- Art. XX.226 of the Code of Economic Law, by cross-reference
Documents and state charges
What we ask you for, then what the state charges.
- Identity document for each director and each beneficial owner.
- Proof of private address, where the notary, counter or bank asks.
- For a legal-person director: proof of existence and the permanent representative.
- Signed general-meeting minutes making the appointment.
- The signed service agreement.
- For the UBO filing: share register extract, articles, any shareholders' agreement with control clauses, the consolidated structure for indirect holdings.
- Where a card is needed: the regional application file.
What the state charges and when a director's filings fall due.
| Item | Amount or deadline | Applies from or year | Source |
|---|---|---|---|
| Moniteur belge, amending deed (appointment or resignation) | EUR 171.70 excl. VAT, EUR 207.76 incl. VAT | Filings from 1 March 2026 | *Moniteur belge* tariff |
| Notary, director not named in the articles | None | Art. 5:70 §3 CSA | CSA |
| Filing an appointment or the end of functions | Within 30 days of the act | Art. 2:8 §1, 5° a) | CSA |
| Professional card, Brussels | EUR 140 at application; EUR 90 when the business counter issues it | Non-EU director only | Brussels economy and employment portal |
| Professional card, Flanders and Wallonia | Flanders EUR 140 plus EUR 90 a year; Wallonia EUR 320 for a two-year card | Regional statement, not re-checked | Regional portals |
| Annual company contribution | EUR 399.73 or EUR 998.47; surcharge 1 percent per month | 2025 amounts | Social insurance funds |
| UBO register | Update within 30 days of a change, confirmation every year; fines EUR 250 to EUR 50,000 | FAQ of 9 April 2026 | FPS Finance UBO FAQ |
| Failing to affiliate to a fund | Fine EUR 500 to EUR 2,000 | Before starting the mandate | RSVZ/INASTI |
Our own fee is quoted on request.
Problems we solve
Five points where a director appointment goes wrong, and what the statute says about each. No outcome is promised.
No director stays off the registers
The KBO/BCE public search lists legal functions, the Moniteur belge publishes the act, and the UBO register names the natural persons behind the shares. Banks and notaries read the UBO supporting documents directly since 1 September 2026 (FPS Finance UBO FAQ).
Instructions do not move the liability
Art. 2:56 reaches anyone who holds or has held effective management power. Art. 5:73 makes internal limits unenforceable against third parties. We state the text; we say nothing about how often courts apply it.
A provider's address registration does not cover a director
Seat and address are listed services under Art. 3, 1° of the Law of 29 March 2018, with a public list of registered providers (797 entries on 30 September 2026). On the text as read, a director is not among them. The King may extend the list (Art. 5).
A mandate is presumed independent activity
A person who holds a company mandate is presumed to carry out an independent activity, rebuttable by proof that it is unpaid in law and in fact (RSVZ/INASTI). Otherwise, affiliate before starting. For an EEA-resident director, Regulation 883/2004 decides the country.
A non-EU director may need a professional card
In principle yes, to register as a company mandate holder, paid or unpaid. The board-meeting exemption, in the Brussels wording: main residence outside Belgium, up to 90 days per year, activity limited to attending the meeting. See Company in Belgium: Self-Employed Visa for Belgium: the Professional Card.
Want a director agreement read against the statute?
Send us the draft agreement, and we read it against Arts. 2:56 to 2:58 with you.
Why work with us
Nadia El Amrani leads founder services in Brussels and coordinates the resident director and the substance a foreign-owned company needs.
From our practice: we check first whether any resident director is needed, then what the agreement can and cannot allocate, then who files what.
Related services
- Seat and addressThe registered activity that sits beside a director.
- A Belgian subsidiaryThe route for a foreign group that wants its own company.
- BankingThe file a Belgian bank asks for.
Frequently Asked Questions
Does Belgium require a resident or local director?
No residence or nationality condition is stated for a director (Arts. 5:70 §1 and 7:85 §1 of the Companies and Associations Code). A foreign-resident director is deemed to elect domicile at the statutory seat, where writs can be served (Art. 2:147). Any reason to appoint a resident director is commercial.
Can a nominee or local director keep my name out of the public registers?
No. The KBO/BCE public search lists legal functions, the Moniteur belge publishes the appointment, and the UBO register names the natural persons behind the shares and takes control agreements as supporting documents. A director is a public fact, and an owner behind the shares is a registered one.
If I give instructions to the person I appoint, who is liable?
Both may be. Art. 2:56 reaches anyone who holds or has held the power to manage effectively, so a person who gives instructions with real management power can be liable as well. Art. 5:73 makes internal limits on the director's powers unenforceable against third parties, even if published.
Can the company or I indemnify the director in advance?
The company cannot. Under Art. 2:58, any provision of the articles, a contract or a unilateral undertaking contrary to the liability rules is deemed unwritten. The article addresses the company, its subsidiaries and entities it controls. It is not a ban on your own private undertaking.
What are the risks of being a nominee director?
Liability to the company and to third parties, joint and several within the body. Art. 2:57 sets five ceilings from EUR 125,000 to EUR 12,000,000, with four cases outside them. Since 1 September 2026 the fine for a director who breaches the accounts-filing duty can reach EUR 80,000 (Art. 3:43).
Is supplying a director a regulated activity in Belgium?
On the text as read, it is not among the three listed services of Art. 3, 1° of the Law of 29 March 2018. A seat or address is, and its provider must be on the FPS Economy public list. The King may extend the list (Art. 5), so this is an interpretation.
Can I be sued in Belgium if I live abroad?
Yes. A foreign-resident director is deemed to elect domicile at the statutory seat for the whole duration of the mandate. That covers writs on the company's affairs and on liability for management (Art. 2:147). The seat is therefore a reachability duty, not a formality, and past mandates keep exposing the person.
What does it cost the state to appoint or replace a director?
The Moniteur belge charges EUR 171.70 excl. VAT (EUR 207.76 incl.) for an amending deed, for filings from 1 March 2026. The extract is filed within 30 days. A director not named in the articles needs no notary. The KBO fee is not part of it. Our own fee is on request.
Does a director have to affiliate to a social insurance fund?
A company mandate is presumed to be independent activity, rebuttable by proof that it is unpaid in law and in fact. Otherwise the director affiliates before starting, or risks a fine of EUR 500 to EUR 2,000. For an EEA-resident director, Regulation 883/2004 decides the country of contribution.
Do I need a professional card to be a director in Belgium?
EEA and Swiss nationals do not. Others need one in principle to register as a company mandate holder, paid or unpaid. A narrow board-meeting exemption exists: in the Brussels wording, main residence outside Belgium, up to 90 days per year, activity limited to attending the meeting.
What is a nominee director, legally?
Not a status. The Code knows no nominee or local director: "nominee" is a commercial label. The person is a director with full powers (Art. 5:73 §1) and full liability (Arts. 2:56 to 2:58). The nominee shareholder, a separate arrangement, is outside this page.
What is the difference between a director and a nominee director?
Only a private agreement, and it does not bind third parties. The Code gives each director every act necessary or useful for the object and makes internal limits unenforceable against third parties (Art. 5:73 §1 and §2). Towards the company and third parties, the two are the same.
What are the requirements of a company director in Belgium?
A natural or legal person; a legal person designates a permanent representative (Art. 2:55). As director, the person cannot be bound by an employment contract (Art. 5:70 §1). A BV/SRL has one or more directors; an NV/SA has at least three, or two while it has fewer than three shareholders (Art. 7:85 §1).
Can a foreigner start a business in Belgium?
Company law sets no nationality condition on directors. A non-EU national who acts as a self-employed mandate holder may need a professional card, as above. The founder's own route, with the card and the residence file, has its own page on this site. This page covers the director only.
What are the new rules in Belgium for 2026 that affect directors?
Since 1 September 2026, banks and notaries read the UBO supporting documents directly, and the fine for a director who fails the accounts-filing duty can reach EUR 80,000 (Art. 3:43). Since April 2026, lifting a BCE striking-off for UBO non-compliance is no longer automatic.
Ready to appoint a director?
Tell us the company, the trigger and the director you have in mind.