Company formation in Belgium
Set Up a Subsidiary in Belgium
One Belgian subsidiary for your foreign parent: notary, court registry, Moniteur belge and KBO/BCE handled as one file.
- One founder is enough
- The parent can sign by proxy
- Legal personality from the day of filing
- Platform track: 10 working days for a corporate founder
A Belgian subsidiary in brief
A subsidiary is not a legal form. It is an ordinary Belgian company (dochteronderneming in Dutch, filiale in French), in practice a BV/SRL (private limited company) or an NV/SA (public limited company), whose shares a foreign company holds. One founder is enough, and the parent appears in the published extract that names the founders (Art. 2:8 CSA).
We set up the subsidiary for foreign companies; how a non-resident founder sets up a company in Belgium is the wider picture. The usual vehicle is a BV/SRL, set out on our SRL Belgium page. This page covers what changes when the shareholder is a company.
What we handle
Seven pieces of the subsidiary file.
The vehicle and the board
We settle a BV/SRL or an NV/SA (minimum capital EUR 61,500, Art. 7:2 CSA). The parent may be a director if it names a natural permanent representative. For a resident director, see a local director for a Belgian company.
The parent's paperwork
We turn the parent's documents into one checklist and agree with the notary the form each must take.
Name, activity and seat
We check the name in the KBO public search, set the NACE-BEL activity codes and fix the registered office, which fixes the Region and the language of the deed.
Notary and proxy
We coordinate the Belgian notary. A proxy in a form the notary accepts lets the parent's officer stay abroad (Art. 5:11 CSA), and the deed can be signed by videoconference where offered.
Filing, publication, registration
The notary files the deed with the enterprise court registry; the Moniteur belge publishes it. We coordinate KBO/BCE registration at an accredited business counter.
After the deed
We coordinate VAT identification, employer registration, the UBO filing, the share register and the first-year calendar.
Where our role stops
We are not the notary, we promise no bank account or timing, and we give no tax advice. The professional card has its own service page. To buy an existing company, see what changes hands when a Belgian shelf company is taken over.
Subsidiary or branch: what the statute says
This compares the two and does not recommend either. For the branch side in full, see a branch of a foreign company in Belgium.
| Point | Subsidiary | Branch |
|---|---|---|
| Legal personality | A separate Belgian company | None: the foreign legal person itself is registered in the KBO (Art. 2:23 CSA) |
| Filed before opening | The deed and the documents of Art. 2:8 CSA | For an EU company, its annual and consolidated accounts of the last closed year (Art. 2:24 par. 1); for a non-EU company also seat, object, subscribed capital, governing law and the representatives' powers (Art. 2:24 par. 2) |
| Tax | A Belgian company taxed on its own profit | A Belgian establishment: "any fixed place of business through which a foreign enterprise carries on all or part of its activity in Belgium" (Art. 229 par. 1 CIR 92) |
| What a regional agency tells investors | "Limited liability (certain exceptions)" | "Liability extends to headquarter" (Flanders Investment and Trade, guidance and not law) |
| Representative office | Not a Belgian legal status (Art. 1:5 CSA) | Not an alternative: the Code knows the branch or nothing |
Sources: Companies and Associations Code consolidated to 2 April 2026; CIR 92, official Walloon copy; Flanders Investment and Trade page checked on 25 September 2026.
How a subsidiary is set up, step by step
Statutory limits are marked. Where no official time exists, the step says so.
- Vehicle, board, fundingYou, with usNo official time
- The parent's paperworkParent, home registry or notaryNo official time
- Name, activities, seat, planYou, us, the notaryNo official time
- Open and fund the accountYou and the bankNo official time
- Sign the deedThe notary, with the parent's proxy holder10 working days on the platform track for a corporate founder (Art. 2:22/1)
- File the deedThe notary, electronicallyWithin 30 days of the final deed; legal personality from filing (Arts. 2:8, 2:6)
- Publish and registerThe state, then a business counterNo official time for the counter
- After registrationYou or us, with FPS FinanceUBO filing within 30 days of incorporation
Choose the vehicle, the board and the funding
You, with us. No official time. A BV/SRL is the usual vehicle (Arts. 5:1, 5:3); an NV/SA needs EUR 61,500.
Assemble the parent's paperwork
The parent and its home registry or notary. No official time. The notary decides the form of each document: see the apostille guide.
Name, activities, seat and financial plan
You, us, the notary. No official time. The plan covers at least two years (Art. 5:4) and the notary keeps it, nobody files it. We draw it at parent level because of Art. 5:16, 2.
Open the account and fund it
You and the bank. No official time. Cash goes to a special account at an EEA credit institution before the deed (Art. 5:9); the parent can pay from abroad. See opening a company account in Belgium.
Sign the deed
The notary, with the parent's proxy holder. Statutory: ten working days on the platform track for a corporate founder (Art. 2:22/1); the five-day track is for natural-person founders only.
File the deed
The notary, electronically. Statutory: within 30 days of the final deed (Art. 2:8 par. 1). Legal personality starts on the day of filing (Art. 2:6 par. 1).
Publish and register
The state, then an accredited business counter. No official time for the counter. The Moniteur belge and KBO/BCE fees are in the cost table below.
After registration
You or us, with FPS Finance. The UBO filing is due within 30 days of incorporation (statutory) and looks through the parent to natural persons. Then VAT identification, employer registration and the share register.
Ready to put your parent's file together?
Tell us who the parent is, who will sign and where the seat will be.
What the parent must supply
The notary decides the form of each document, apostille or translation included, and a private proxy is allowed (Art. 5:11 CSA).
- A recent extract from the parent's commercial register, or a certificate of good standing.
- The parent's current articles of association.
- A resolution of the parent's competent organ to form the subsidiary and subscribe.
- A power of attorney for the person who will sign.
- Identity documents of the signatory, the directors and the parent's beneficial owners.
- The parent's last annual accounts.
- The name of the natural permanent representative, if the parent is to be director.
- Evidence of the parent's capacity behind the financial plan.
- Evidence of the transfer to the special account.
State costs
Every line is a state or notarial charge with its year: the Moniteur belge tariff page, the FPS Economy business counter page and the National Bank tariffs. Our own fee is on request.
| Item | Amount | Basis and year |
|---|---|---|
| Moniteur belge, incorporation, electronic filing | EUR 236.50 excl. VAT (EUR 286.17 incl.) | Filings from 1 March 2026 |
| Moniteur belge, incorporation, paper filing | EUR 292.90 excl. VAT (EUR 354.41 incl.) | Same tariff page |
| Moniteur belge, amending deed | EUR 171.70 excl. VAT (EUR 207.76 incl.) | A later change, not an incorporation |
| KBO/BCE registration | EUR 111.50 including one establishment unit, plus EUR 111.50 per additional unit | 2026, indexed annually; a fee for an inscription, not for a change |
| State lines together, electronic filing, one unit | EUR 348 | 236.50 plus 111.50; the Moniteur line is excl. VAT and the KBO source states no VAT basis |
| Notary, founder that is a company | Quoted by the notary | The fixed EUR 217 plus EUR 298 excl. VAT from 1 January 2024 is tied to the standard deed for founders who are natural persons. Search costs, publication costs, registration duties and the writing duty are excluded and not quantified, so read every total as "at least" |
| National Bank filing of annual accounts | Abridged model EUR 89.40 (XBRL) or EUR 159.50 (PDF); full model EUR 379.50 or EUR 449.70 | 2026; the micro model is not open to a subsidiary (Art. 1:25 CSA) |
| Late filing of annual accounts | EUR 151 to 1,510 | 2026, by month of delay (Art. 3:13 CSA, indexed amounts) |
| Annual company contribution | EUR 399.73 or EUR 998.47 | 2025 amounts; the 2026 figure was not published when read |
Notary page checked on 30 September 2026; KBO/BCE fee checked on 30 September 2026; Moniteur belge tariff for filings from 1 March 2026; National Bank tariffs for 2026.
Problems we solve
Five points where a subsidiary file goes wrong.
The reduced rate
The 20 percent band on the first EUR 100,000 is not available where at least half the shares are held by other companies (Art. 215 al. 3, 2 CIR 92). The standard rate is 25 percent.
Dividends to the parent
The domestic withholding rate is 30 percent before relief. Directive 2011/96/EU exempts profits paid to a parent holding at least 10 percent (Art. 5, Art. 3(1)(a)(i)). Below 10 percent, Art. 264/1 CIR 92 applies.
The parent's three-year exposure
Founders are jointly liable if bankruptcy comes within three years and start-up equity was manifestly insufficient for two years of planned activity (Art. 5:16, 2 CSA). We draw the financial plan at parent level.
Cash before the deed
Cash goes to a special account at an EEA credit institution before the deed (Art. 5:9 CSA), and an e-money account does not qualify. The parent may pay from abroad. We promise no bank time.
After the deed
No micro model for a subsidiary (Art. 1:25). The UBO filing looks through the parent to natural persons. Pricing between group companies is arm's length from the first invoice (Art. 185 par. 2 CIR 92). Since 1 September 2026 unfiled accounts can cost directors a fine of up to EUR 80,000.
Want the notary file checked before you book the deed?
Send us the parent's documents, the draft plan and the proxy, and we check them before the deed.
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 three things: that each parent document is in a form the notary accepts, that the special account is open, and that the financial plan is drawn at parent level.
Related services
- BranchThe registration route that creates no separate company.
- The usual vehicleForming the private limited company a subsidiary usually is.
- An existing companyBuying a company instead of forming one.
Frequently Asked Questions
What documents does the foreign parent have to produce, and who signs?
Normally a register extract or certificate of good standing, the parent's articles, a resolution to form and subscribe, a power of attorney for the signatory, identity documents and the last accounts. The notary decides the form, apostille and translation included. A private proxy is allowed (Art. 5:11 CSA).
Can the parent company itself be the director of its Belgian subsidiary?
Yes. A director may be a legal person (Art. 5:70 par. 1 CSA) and must designate a natural permanent representative, who is jointly liable with it (Art. 2:55). There is no residency requirement, and a director living abroad elects domicile at the seat (Art. 2:147). A non-EU natural person as representative meets the professional-card gate.
Does my Belgian subsidiary get the 20 percent reduced corporate tax rate?
Not where at least half of its shares are held by one or more other companies (Art. 215 al. 3, 2 CIR 92). The standard rate is 25 percent (Art. 215 al. 1). This page states the article and does not say which regime to claim; that is a question for your tax adviser.
Is the parent liable if the subsidiary fails within three years?
Founders are jointly and severally liable, in the proportion a judge fixes, if bankruptcy is declared within three years and the start-up equity was manifestly insufficient for two years of planned activity (Art. 5:16, 2 CSA). The notary then passes the financial plan to the court. The NV/SA counterpart is Art. 7:18, 2.
Do I need a Belgian bank account before the deed, and can the parent fund it from abroad?
For cash contributions, yes: they go first to a special account in the company's name at an EEA credit institution (Art. 5:9 with Art. 5:8 CSA), and the federal business portal says to open it before the deed is prepared. The parent may pay from abroad. An e-money account does not qualify.
What tax is withheld when the subsidiary pays a dividend to its foreign parent?
The domestic base rate is 30 percent before relief. Under Art. 5 of Directive 2011/96/EU profits paid to a parent holding at least 10 percent (Art. 3(1)(a)(i)) are exempt from withholding. Below 10 percent, Art. 264/1 CIR 92 needs an uninterrupted year and EUR 2,500,000. Treaty rates are not stated here.
How much does it cost to register a company in Belgium?
State lines: EUR 236.50 excl. VAT for an electronic incorporation filing in the Moniteur belge (from 1 March 2026) and EUR 111.50 per establishment unit at the KBO/BCE, EUR 348 together. The notary quotes the notarial fee for a corporate founder. Search costs and registration duties come on top. Our own fee is quoted on request.
How do I set up a subsidiary company in Belgium?
In order: choose the vehicle and board, assemble the parent's paperwork, settle the name and the financial plan, open the special account, sign the deed, file within 30 days, publish and register with the KBO/BCE. Then VAT identification, employer registration and the UBO filing within 30 days of incorporation, which looks through the parent.
Can a foreigner start a business in Belgium?
Yes. One founder is enough, and a foreign company may be that founder. Belgian law sets no residency requirement for a director. A non-EU natural person who will direct or represent the company meets the regional professional-card gate, which has its own service page. EEA and Swiss nationals are exempt from it.
How long does it take?
Only statutory limits are official: ten working days on the platform track for a corporate founder (Art. 2:22/1 CSA), 30 days to file from the final deed (Art. 2:8 par. 1), and legal personality from the day of filing (Art. 2:6). No official time exists for the counter, a bank or the VAT office, so none is given.
What does subsidiary mean in Belgium, and is it a separate legal form?
It is not a legal form. A subsidiary is an ordinary Belgian company, a BV/SRL (private limited company) or an NV/SA, whose shares a foreign company holds. "Belgian LLC" is market usage and inexact. The parent appears in the published extract naming the founders (Art. 2:8 par. 2, 4 CSA).
What is the difference between a subsidiary and a branch?
A subsidiary is a separate Belgian company. A branch has no legal personality; the foreign legal person itself is registered (Art. 2:23 CSA) and files its accounts before opening (Art. 2:24). A branch is a Belgian establishment for tax (Art. 229 par. 1 CIR 92). A representative office is not a Belgian status.
What is the 30 percent rule in Belgium, and does it apply to me as owner?
It is the inbound-taxpayer regime: minimum EUR 70,000, allowance 35 percent, no cap, retroactive to 1 January 2025 by the Law of 18 December 2025. A founder holding 30 percent or more of the company he works for is excluded, and so are founders and co-founders whatever their holding. No tax advice is given here.
What are the new rules in Belgium for 2026?
For a subsidiary: the Moniteur belge incorporation tariff of EUR 236.50 excl. VAT applies to filings from 1 March 2026, and since 1 September 2026 the fine for directors who fail to file the annual accounts can reach EUR 80,000 (Art. 3:43 par. 1, 1 CSA, level 1 penalty). The company is civilly liable.
Do I need a statutory auditor?
The duty is in Art. 3:73 CSA with the exemption in Art. 3:72. For the test each company is considered individually except companies in a group that must publish consolidated accounts (Art. 3:72, 2), so group membership matters. Thresholds are not printed on this page; confirm with a practitioner.
Start your subsidiary set-up file
Send us the parent, the signatory and the seat, and we start the subsidiary file.