Registering a Foreign Company's Branch in Belgium: Conditions and Procedure

Key takeaways

• A foreign company opening a branch, an outpost, or a simple establishment unit in Belgium must register with the Crossroads Bank for Enterprises (CBE) through an approved business counter.
• Before opening, a file is lodged at the commercial court registry of the district where the branch is established: articles of association, proof of existence and identity of representatives (articles 2:23 and 2:24 of the CSA).
• The foreign company's annual accounts are filed every year with the National Bank of Belgium, no later than seven months after the closing of the financial year (article 2:24, paragraph 3, CSA).
• The branch's address can be supplied by a registered domiciliation provider, exactly as for an ordinary Belgian registered office.
• Every document issued by the branch must carry the company's name and legal form and its Belgian company number (article 2:29 CSA); failing to do so may, depending on the circumstances, engage the signatory's personal liability.

A company incorporated abroad that wants to invoice, hire, or sign contracts in Belgium cannot simply use an improvised postal address. Registering a foreign company's branch in Belgium follows a precise framework: a file lodged at the court registry, registration with the Crossroads Bank for Enterprises, and a Belgian address enforceable against third parties. This guide details the three possible setups, the documents to gather, and the obligations that follow the opening, for a company that keeps its original registered office while establishing a lasting presence in Belgium.

Branch, outpost, or simple establishment unit: three possible setups

Three options are open to a foreign company that wants to carry on an activity in Belgium without incorporating a new company under Belgian law.

The branch (or outpost) is a durable centre of operations of the foreign company itself, with a representative authorised to bind the company towards third parties. It has no separate legal personality: legally, it is always the foreign company that is bound.

A simple establishment unit, without a distinct representation structure, suits a lighter activity: all decisions remain taken by the foreign company itself, without a local representative authorised to bind the company on a lasting basis.

The subsidiary is a different solution: it means incorporating a fully separate company under Belgian law (SRL/BV, SA/NV), with its own assets, its own legal personality, and its own liability, distinct from the foreign parent company.

	Branch / outpost	Simple establishment unit	Subsidiary (Belgian company)
Separate legal personality
Authorised local representative
Court registry file (articles 2:23-2:24 CSA)
Belgian articles of association of its own
Assets separate from the parent company

The file at the commercial court registry

Before a branch opens, article 2:23 of the Code of Companies and Associations (CSA) requires a file to be kept at the registry of the commercial court for the district where the branch is established. If the foreign company opens several branches in Belgium, it chooses which registry will hold the reference file; the company is then entered in the register of legal entities.

Article 2:24 of the CSA sets out the content of this file. For a company governed by the law of an EU member state, the following must be filed before opening: the articles of association, the company name, the registration number and a certificate of existence in the home state, the address and activities of the branch, and the identity of its representatives. For a company governed by the law of a non-EU state, the applicable law, its registered office, and the scope of powers granted to the representatives are added.

The content of these documents is then published by notice in the annexes of the Belgian Official Gazette (article 2:27 CSA), which makes them enforceable against third parties under the conditions of article 2:18 of the CSA (article 2:28 CSA).

The branch's address: own premises or domiciliation

Once the file is ready, the Belgian address of the establishment still needs to be fixed. Three options exist, following the same logic as for a company under Belgian law: premises rented or bought in the company's own name, the local representative's home address, or a business domiciliation address supplied by a registered provider.

A provider registered with the FPS Economy under the law of 29 March 2018 on the registration of service providers to companies may supply an address to a branch of a foreign company, exactly as it would for a Belgian SRL/BV or SA/NV. This option is particularly suited to a company testing the Belgian market before investing in premises, or one that does not need a permanent physical presence to invoice and contract. Always check the provider's registration on the FPS Economy website before signing an agreement.

The provider is also subject to the law of 18 September 2017 on the prevention of money laundering. On signature, it identifies the foreign company's representatives and checks the registration documents from the country of origin: this onboarding step is mandatory, whatever the company's nationality.

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The steps to establish a branch in Belgium

The procedure follows a precise order, from the court registry file to registration with the Crossroads Bank for Enterprises (CBE).

1. 1

   Choose the setup and the address

   Upfront

   Branch, outpost, or simple establishment unit, depending on the desired level of local commitment. Sign the domiciliation agreement, if any, before building the file.

2. 2

   Build the file at the court registry

   Before opening

   File the articles of association, the certificate of existence in the home state, the branch's address and activities, and the identity of the representatives (articles 2:23-2:24 CSA).

3. 3

   Publication in the annexes of the Belgian Official Gazette

   After filing

   The registry forwards the information for publication, which makes it enforceable against third parties (articles 2:27-2:28 CSA).

4. 4

   Registration with the Crossroads Bank for Enterprises

   Concurrent with publication

   Through an approved business counter, which registers the address, the activities and the NACE codes, and issues the branch's company number.

5. 5

   VAT activation if needed

   Before the first invoices

   With the FPS Finance, depending on the activity carried on in Belgium and the applicable regime.

Obligations once the branch is registered

The initial registration does not close the file: several recurring obligations apply for as long as the branch remains active in Belgium.

To watch after registration

• Mandatory mentions on documents

  Every document, invoice, announcement or website issued by the branch must state the company name and legal form, the registered office and address of the branch, the registration number, and the Belgian company number (article 2:29 CSA).

• Annual accounts

  Filing with the National Bank of Belgium no later than seven months after the closing of the financial year, in the form approved in the home state (article 2:24, paragraph 3, CSA).

• Declaring changes

  A change of representative, address or activities: any change to the data registered with the CBE must be declared within one month, to stay in order with the authorities.

• Closing the branch

  If the Belgian activity ends, the closure must likewise be filed at the court registry within thirty days, just as a dissolution or insolvency proceedings would be (article 2:24, paragraph 3, CSA).

One point deserves attention: a person who acts on behalf of the branch without respecting these mandatory mentions engages their own personal liability for the commitments made, independently of the foreign company itself. Staying careful on this point costs little and avoids an unnecessary commercial dispute.

Further reading

• Starting a business in Belgium as a foreigner, for the case of a founder settling in personally rather than a company opening a branch.
• The Crossroads Bank for Enterprises (CBE): the complete guide, on how the company number and establishment units work.
• Transferring a registered office abroad from Belgium, for the reverse move, a Belgian company relocating outside Belgium.