CRB

Foreign groups - Belgium

Subsidiary in Belgium

Set up a Belgian subsidiary for your foreign company: the parent's paperwork handled, what the state charges, and what changes because the shareholder is a company.

Request a subsidiary formation plan
  • The parent's own paperwork assembled and filed
  • The parent can be director only with a named permanent representative (Art. 2:55 CSA)
  • A subsidiary loses the 20% reduced corporate tax band (Art. 215, al. 3, 2° CIR 92)
  • State cost, itemised: about EUR 863 for a BV/SRL
Belgium only Antwerp seen from above at dusk, its cathedral spire rising over the rooftops.

What a Belgian Subsidiary Is, and What We Do

A Belgian subsidiary is not a separate legal form. It is an ordinary Belgian company, in practice a BV/SRL, whose shares a foreign company holds. Start with how to register a company in Belgium as a non-resident for the full route; this page covers only what changes because the founder is a company, not a person.

We assemble the parent's own document trail, prepare the financial plan the notary holds, advise on the board decision a corporate founder faces, run the Belgian filing sequence, and flag the tax, transfer pricing and consolidation consequences that attach specifically to being a subsidiary.

What's Included in Our Subsidiary Formation Service

  • Parent Document-Trail Assembly

    We assemble and review your parent company's own paperwork, a register extract, its articles, a corporate resolution and a power of attorney, checked against what the instructing notary needs to accept it as founder.

  • The Financial Plan, a Parent-Level Exposure

    We prepare the financial plan handed to the notary before the deed. For a subsidiary this document exposes the parent, not a formality: it is what a court reads if the company fails early.

  • Board-Decision Advice: Director or Permanent Representative

    We advise on the choice only a corporate founder faces: a named natural-person director, or the parent itself with a named permanent representative carrying full civil and criminal liability.

  • Filing on a Corporate Founder's Timetable

    We run the notarial deed, the enterprise-court filing, KBO/BCE registration, VAT activation and UBO filing on the sequence and timing a corporate founder actually faces.

  • Pre-Incorporation Flags

    Before you sign, we flag the lost 20% reduced tax band, the arm's length exposure on the first intercompany transaction, and whether your group's size pulls the Belgian entity into consolidation or a statutory audit.

What we do not do: act as the notary, promise a form for the parent's foreign documents beyond what the instructing notary in fact requires, act as a nominee director or permanent representative, or promise a bank account or a date for one.

Contemporary glass facade of an office building in Brussels reflecting urban architecture.

Subsidiary or Branch: Which Applies to You

  • Want a Separate Legal Entity and a Liability Ring-Fence?

    That is what a subsidiary is for. The company's debts stop at the Belgian entity, subject to the founders'-liability test below.

  • Want a Fixed Local Presence, No New Company?

    A branch carries your parent's liability without limit and files your parent's own accounts in Belgium every year. See branch office belgium for that route.

  • Does Your Group Already Publish Consolidated Accounts?

    Read the audit and consolidation test in "Problems We Solve" below before you assume your Belgian entity needs its own auditor.

  • Still Undecided?

    The table below sets the criteria for a subsidiary against a branch side by side.

Subsidiary against branch, the decision criteria. The last row is official regional guidance, not a statute (Flanders Investment and Trade).
Criterion Subsidiary Branch
Legal personality Separate Belgian legal person None, the foreign company itself is registered (Art. 2:23 CSA)
Liability Ring-fenced, subject to the founders' liability test (Art. 5:16, 2° CSA) Extends to the head office without limit (Art. 2:148 CSA)
Foreign accounts filed in Belgium Not required The parent's own last annual and consolidated accounts, before the branch opens (Art. 2:24 CSA)
Corporate tax treatment Resident company; loses the 20% reduced band because a company holds the shares (Art. 215, al. 3, 2° CIR 92) Non-resident tax on Belgian-attributable profits (Arts. 227, 229, 233, 246 CIR 92)
Consolidation and audit exposure Group-level test (Art. 3:72, 2° CSA and the small-group thresholds of Art. 1:26 CSA) Not consolidated separately; the parent's own accounts already cover it
Market and counterparty perception Limited liability, leverage through intercompany interest, royalties or fees, full Belgian treaty network No dividend withholding on branch profits, losses offset immediately against head-office profits, tax-free profit transfers home

How Setting Up a Subsidiary Works

The eight steps of setting up a Belgian subsidiary From the parent's own paperwork, 3 to 15 working days and usually the longest step, through the board decision, the financial plan, the Belgian bank account, the notarial deed on the ten-working-day track, filing within 30 days, Moniteur belge publication at EUR 236.50, to the KBO/BCE enterprise number at EUR 111.50. 3 to 15 working days usually the longest step Always the 10-day track never the 5-day one 30 days to file legal personality on filing 1 The parent's own paperwork 2 Name, address, board decision 3 The financial plan 2 to 5 days 4 The Belgian bank account no verifiable timing 5 The notarial deed 6 Filing and legal personality 7 Moniteur belge publication EUR 236.50 electronic 8 KBO/BCE enterprise number EUR 111.50
The eight steps of setting up a Belgian subsidiary, from the parent's own paperwork to the enterprise number.
  1. The parent's own paperwork. Your foreign registry or notary produces a register extract, the parent's articles, a signed resolution, and a power of attorney. Planning figure: 3 to 15 working days, usually the longest step.
  2. Name, address and the board decision. We check the name at KBO/BCE and BOIP, choose the NACE-BEL codes, and fix the office by Region. You decide: a natural-person director, or the parent itself under Art. 2:55 CSA.
  3. The financial plan. Handed to the notary before the deed, not filed. For a subsidiary it is a parent-level exposure under Art. 5:16, 2° CSA. Planning figure: 2 to 5 days.
  4. The Belgian bank account. The least predictable step. A funded account is expected before the deed, matching it as a share subscription. Onboarding time is not verifiable from an official source.
  5. The notarial deed. Signed in person, on the notarial platform, or remotely before two notaries. A corporate founder is always on the ten working-day track, never the five-day natural-person track.
  6. Filing and legal personality. The notary files via e-depot with the enterprise court registry within 30 days; legal personality follows on the day of filing, naming the parent as founder.
  7. Moniteur belge publication. EUR 236.50 excluding VAT electronic (EUR 292.90 on paper); every later change carries a separate, lower amending-deed tariff of EUR 171.70.
  8. KBO/BCE enterprise number. An accredited business counter registers the establishment unit for EUR 111.50 (2026 tariff) and checks access to the profession.

VAT activation, the social insurance fund and the UBO filing follow within the first month, folded into the ongoing layer: arm's length pricing from day one, the 25% rate with no 20% band, annual accounts on the tariffs below, a group-level audit test, and a consolidation question worth answering before incorporation.

Documents and State Fees

Before the deed, your parent produces these documents; what follows is what Belgium charges to register and run the subsidiary, on the Moniteur belge's own tariff table and the 2026 rates around it.

  • Recent register extract or certificate of good standing
  • The parent's current articles of association
  • Corporate resolution: the decision to incorporate, the contribution, and the signatory
  • Power of attorney for the signatory
  • Identity documents of the signatory
  • Identity documents of the director or permanent representative
  • Identity documents of the parent's own ultimate beneficial owners
  • The parent's last annual accounts, usually requested by the bank
  • A funded Belgian bank account before the deed
  • The board decision in writing: natural-person director, or the parent with a permanent representative
An expanding file box open on a wooden desk, its dividers filled with papers.
What the Belgian state charges to set up and run a subsidiary, 2026 unless noted; our own fee never appears here.
What the state charges Amount Note
Fixed notarial fee, BV/SRL incorporation only EUR 217 plus EUR 298 vast ereloon, tied to Art. 2:22/1, al. 2 CSA; not an NV/SA figure
Moniteur belge, incorporation, electronic EUR 236.50 excl. VAT / 286.17 incl. filings from 1 March 2026
Moniteur belge, incorporation, paper EUR 292.90 excl. VAT / 354.41 incl. same tariff page
Moniteur belge, amending deed (any later change) EUR 171.70 excl. VAT / 207.76 incl. a different, lower tariff than incorporation
KBO/BCE registration, one establishment unit EUR 111.50 plus EUR 111.50 per additional unit
VAT activation, Form 604A Free online a business counter or accountant charges its own fee
NBB annual accounts, abbreviated model EUR 89.40 XBRL / 159.50 PDF a subsidiary can never file the cheaper micro model, Art. 1:25 §1 CSA
NBB annual accounts, full model EUR 379.50 XBRL / 449.70 PDF
Late NBB filing surcharge EUR 151 to 1,510 (2026, indexed) Art. 3:13 CSA
Annual company contribution EUR 399.73 or EUR 998.47 2025 amounts, due in full in the year of incorporation
The state cost of a Belgian subsidiary incorporation, and of every later change Notarial fees of EUR 515, made of EUR 217 and EUR 298. Moniteur belge incorporation of EUR 236.50 on the electronic route. KBO/BCE registration of EUR 111.50. Those three come to about EUR 863 excluding VAT. A later amending deed carries its own lower tariff of EUR 171.70, which is not part of the incorporation total. EUR 515 Notarial EUR 217 + EUR 298 EUR 236.50 Moniteur belge incorporation, electronic EUR 111.50 KBO/BCE one establishment unit EUR 171.70 Amending deed later changes, not the total The three filled bars come to about EUR 863 excl. VAT
The three published charges that make up a straightforward BV/SRL incorporation, next to the lower tariff every later change carries.

For a BV/SRL, notarial EUR 217 plus EUR 298, plus Moniteur EUR 236.50, plus KBO EUR 111.50, comes to about EUR 863 excluding VAT of state cost for a straightforward incorporation. For an NV/SA the notarial fee is not a fixed tariff; the notary quotes it directly.

Problems We Solve

  • What the Parent Must Produce, and Who Signs

    No competitor page found in research names a register extract, a corporate resolution or a power of attorney. We work from the checklist above and the Art. 2:8/2:11 CSA filing requirements.

  • Can the Parent Itself Be the Director? Yes, With a Condition

    Art. 5:70 §1 CSA allows it, but Art. 2:55 CSA then names a natural person as permanent representative, liable civilly and criminally as if he held the mandate himself, barred from a second board seat.

  • The 20% Band Is Lost, and No Competitor Page Says So

    Art. 215, al. 3, 2° CIR 92 excludes any company at least half of whose shares are held by another company, which is the definition of a subsidiary. The standard 25% rate applies instead.

  • The State's Own Cost, Itemised

    The table above lists every state fee in euro, with its source and year. Not one of the three competitor service pages read in research states a single figure.

  • Does the Group Need Consolidation or a Statutory Auditor?

    Art. 3:72, 2° CSA assesses the audit duty at group level, and Art. 3:26 CSA is usually the sub-consolidation exemption a Belgian subsidiary uses. No competitor page found in research answers this.

Why Work With Us

Prepared by Maarten De Wilde, Formation and corporate structuring lead. Reviewed by Aurelie Lambert, Tax, licensing and compliance lead. Updated 25 September 2026.

From our practice. Maarten De Wilde, our formation and corporate structuring lead, works in Dutch, English and French from Brussels, and assembles the parent-level filing dossier for corporate founders, coordinating with the notary and each parent's own foreign registrar.

Related Services

Frequently Asked Questions

What documents does the foreign parent company have to produce, and who signs them?

A recent register extract or certificate of good standing, the parent's articles, a corporate resolution and a power of attorney for the signatory (Art. 2:8 §1, 3° and Art. 2:11 CSA). Apostille and sworn translation are notarial practice, not a stated legal rule: confirm the accepted form with the instructing notary.

Can the parent company itself be the director of its Belgian subsidiary?

Yes, Art. 5:70 §1 CSA allows a legal person as director. It then names a natural person as permanent representative, jointly and severally liable civilly and criminally as if he held the mandate himself, and unable to sit twice on the same board (Art. 2:55 CSA).

Does my Belgian subsidiary get the 20% reduced corporate tax rate?

No. Art. 215, al. 3, 2° CIR 92 excludes any company at least half of whose shares are held by another company, which is the definition of a subsidiary. The standard 25% rate applies instead.

Do I need a Belgian resident director or shareholder?

No. The CSA sets no residence or nationality requirement for shareholders or directors (Arts. 5:70, 2:147 CSA). Foreign-resident officers are deemed domiciled at the statutory seat for service of writs.

How does the parent put money into the Belgian company?

As the founder's contribution recorded in the deed. A BV/SRL has no statutory capital but needs sufficient start-up own funds and a financial plan (Arts. 5:1, 5:3, 5:4 CSA), and a funded Belgian bank account is expected before the deed is prepared.

Does transfer pricing apply to a small Belgian subsidiary, and do I have to file documentation?

The arm's length principle applies from the first intercompany transaction with no threshold (Art. 185 §2 CIR 92). The formal master file and local file only start at EUR 50,000,000 of income, EUR 1,000,000,000 of balance sheet, or 100 FTE (Arts. 321/4, 321/5 CIR 92); most readers are below the documentation threshold and above none of the substantive rule.

What tax is withheld when the Belgian subsidiary pays a dividend to its foreign parent?

A 30% base rate, declared and paid within 15 days, reduced or removed by a tax treaty or the EU Parent-Subsidiary Directive. Full detail lives on our Belgian withholding-tax guide.

Does my Belgian subsidiary have to be included in consolidated accounts, and will it need a statutory auditor?

The parent consolidates unless the group is small on a consolidated basis (Arts. 3:23, 3:25, 1:26 CSA), and the Belgian entity is usually exempt from its own consolidation under Art. 3:26 CSA. A statutory auditor is assessed at group level, not company by company (Art. 3:72, 2° CSA).

Subsidiary or branch: which one should a foreign company choose?

Separate legal personality and a liability ring-fence for a subsidiary, against a branch's duty to file the parent's own accounts in Belgium (Art. 2:24 CSA). The comparison table above sets out the criteria; the branch procedure itself lives on branch office belgium.

How long does it take to incorporate a subsidiary in Belgium?

The platform incorporation track completes in ten working days (Art. 2:22/1 CSA), and a subsidiary, founded by a legal person, is always on that track, never the five-day track reserved to natural-person founders. The parent's own paperwork, 3 to 15 days, is usually the longer step.

What does "subsidiary" mean in Belgium, and is it a separate legal form?

Not a separate legal form. It is an ordinary Belgian company, in practice a BV/SRL, whose shares a foreign company holds.

How do I set up a subsidiary company in Belgium?

Assemble the parent's own paperwork, decide the name and the board structure, prepare the financial plan, fund the Belgian bank account, sign the notarial deed, file it, and register at the KBO/BCE. The eight-step process above walks through each one with its planning figure.

How much does it cost to register a company in Belgium?

The state's own itemised charges come to about EUR 863 excluding VAT for a BV/SRL: notarial fee, Moniteur belge tariff and KBO/BCE registration. The table above sets out every line; this is never our own fee.

What do I need to register in Belgium?

The documents checklist above: the parent's register extract, articles, corporate resolution and power of attorney, identity documents for the signatory and the director or permanent representative, the parent's last annual accounts, and a funded Belgian bank account before the deed.

What are the new rules in Belgium for 2026?

VVPRbis moved to 18% (was 15%) and the liquidation reserve to 9.8% (was 6.5%) under the loi-programme of 30 May 2026, alongside the NBB and Moniteur belge tariffs shown in the state-fee table above, which apply from 2026.

Ready to Structure Your Belgian Subsidiary?

Get the parent-paperwork checklist, the board-decision advice and the state cost, in one plan.

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