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Subsidiary in Belgium

A Belgian subsidiary gives your foreign company an independent legal entity with limited liability, access to Belgian tax incentives, and full commercial capabilities. We handle the entire incorporation.

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Belgian subsidiary registration for foreign parent company

A Belgian subsidiary is the most common structure chosen by foreign companies establishing commercial operations in Belgium. Unlike a branch office, a subsidiary is an independent Belgian legal entity — typically a BV/SRL — with its own legal personality, limited liability, and separate tax position. As part of our corporate services, LawSupport incorporates Belgian subsidiaries for foreign parent companies from any jurisdiction.

Why Choose a Subsidiary?

  • Limited liability — the parent company's liability is limited to its capital contribution in the subsidiary
  • Independent legal entity — the subsidiary can own assets, sign contracts, sue and be sued in its own name
  • Belgian tax incentives — access to 20% SME rate, innovation income deduction, notional interest deduction, and investment deduction
  • EU Parent-Subsidiary Directive — dividends from subsidiary to EU parent can be exempt from Belgian withholding tax (0% WHT)
  • Local credibility — Belgian clients, banks, and partners view a local entity more favourably than a branch
  • Hire employees — directly employ Belgian staff under Belgian employment law
  • BankingBelgian bank account easier to open for a local entity than for a branch

Registration Process

Subsidiary registration follows the standard Belgian company registration process. The foreign parent company acts as sole (or majority) shareholder:

  1. Parent company documents — incorporation deed, articles of association, most recent annual accounts, board resolution authorising subsidiary formation, power of attorney — all apostilled and translated
  2. Financial plan — mandatory 2-year projection for the Belgian subsidiary
  3. Articles of association — drafted for the Belgian subsidiary in French or Dutch
  4. Notarial deed — incorporation before a Belgian notary (parent represented via power of attorney)
  5. CBE registration — enterprise number via KBO/BCE
  6. VAT activation — Belgian VAT number
  7. Bank account — corporate account with Belgian IBAN
  8. UBO register — register ultimate beneficial owners within 1 month

Costs

ItemBV/SRL SubsidiaryNV/SA Subsidiary
Share capitalNo minimum€61,500
Notary fees€750–€1,500€1,500–€3,000
CBE + publication~€290~€290
Legal fees€1,500–€3,500€3,000–€6,000
Document apostille/translation€300–€800€300–€800
Total€3,000–€6,000€66,000–€71,000+

For a full cost breakdown, see our registration costs page.

Tax Position of a Belgian Subsidiary

  • Corporate tax: 25% standard (20% SME rate on first €100,000 if qualifying)
  • Tax base: worldwide income of the subsidiary
  • Dividend WHT: 30% standard, but 0% under EU Parent-Subsidiary Directive (parent holds ≥10% for ≥1 year) or reduced under double tax treaties
  • Transfer pricing: arm's-length pricing required on all intercompany transactions with parent/group
  • Thin capitalisation: 5:1 debt-to-equity ratio for intercompany loans (interest deductibility limit)
  • Annual accounts: filed with NBB; tax return filed with SPF Finances
Laura Willems — Legal Advisor at LawSupport

Laura Willems

Legal Advisor — Corporate Services

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Frequently Asked Questions

A Belgian subsidiary is an independent legal entity (typically a BV/SRL or NV/SA) owned by a foreign parent company. Unlike a branch, the subsidiary has its own legal personality, separate liability, its own share capital, and files its own annual accounts. The parent company's liability is limited to its capital contribution.
A subsidiary is an independent Belgian legal entity — the parent's liability is limited to its investment. A branch is an extension of the parent company — the parent bears full liability for Belgian obligations. Subsidiaries are taxed on worldwide income; branches only on Belgian-sourced income. Subsidiaries can access Belgian tax incentives (SME rate, IID); branches generally cannot.
The process is identical to standard company registration: draft articles of association, prepare a financial plan, execute a notarial deed, register with the CBE, and activate VAT. The parent company acts as the sole (or majority) shareholder. Additional documents include the parent's incorporation deed, board resolution, and power of attorney — all apostilled and translated.
Yes. A BV/SRL can be formed by a single shareholder, which can be a foreign legal entity. The parent company acts as the sole shareholder and appoints directors (who can also be non-Belgian). No Belgian residency requirement exists for shareholders or directors of a BV/SRL.
Subsidiaries can access Belgian tax incentives: 20% SME reduced rate (if qualifying), innovation income deduction, investment deduction, and notional interest deduction. Dividend repatriation can be tax-efficient using the EU Parent-Subsidiary Directive (0% WHT) or double tax treaties. Branches cannot access SME rate if the parent is a large company.
A BV/SRL subsidiary costs approximately €2,500–€5,000 (notary fees, CBE registration, legal fees). No minimum share capital is required. An NV/SA subsidiary requires €61,500 minimum capital plus €3,000–€6,000 in professional fees.
Yes. As an independent Belgian legal entity, the subsidiary must prepare and file its own annual accounts with the National Bank of Belgium, file its own corporate tax return, and maintain its own bookkeeping. If the parent group exceeds consolidation thresholds, consolidated accounts at group level may also be required.
Yes, but it requires incorporating a new BV/SRL or NV/SA and transferring the branch's assets and activities to the new entity. This is a separate registration process, not a simple conversion. Tax, VAT, employment, and contract implications must be carefully managed during the transition.

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