Creating a company in Belgium as a foreigner offers significant opportunities in one of the most strategic markets in the European Union. A foreigner can incorporate or participate in a Belgian company, but being a shareholder, acting as a director, working for the company and residing in Belgium are different matters. For citizens of countries outside the European Union, specific requirements may also apply. At Arthur & Marin, we advise entrepreneurs, investors and foreign companies on establishing themselves in Belgium, adapted to their objectives.
Can a foreigner create a company in Belgium?
A foreigner can create a company in Belgium, be a shareholder of a Belgian company and even be its sole shareholder. However, creating or owning a company does not mean having the right to work or reside in Belgium. The requirements mainly depend on nationality, place of residence and the role the entrepreneur will perform.
Is Belgian nationality required?
Belgian nationality is not required to incorporate or be a shareholder of a company in Belgium. Citizens of the European Union, the EEA and Switzerland can establish themselves and carry out a business activity in Belgium under the freedom of establishment. Citizens of countries outside this area can also incorporate a company or acquire shares in one. However, if they intend to work physically in Belgium, other requirements must be checked.
Is it necessary to have a Belgian shareholder?
A foreign entrepreneur does not need to bring in a Belgian shareholder to create a company in Belgium. An SRL/BV, which is one of the most commonly used company forms in Belgium, can be incorporated by a single person. A foreigner can therefore own 100% of its shares. Nor is it mandatory for the shareholder to be a natural person. A foreign company can incorporate a Belgian company of which it is the sole shareholder or establish a branch in Belgium. A local shareholder may be brought in for commercial reasons, but this is not a requirement.
Is it mandatory to live in Belgium?
It is possible to incorporate a Belgian company or be a shareholder without residing in Belgium. For example, a person living in another Member State can incorporate or participate in a Belgian company without having to transfer their residence. The situation is different if the entrepreneur intends to live in Belgium, since for non-EU citizens, incorporating a company does not in itself grant a right of residence. Attention must also be paid to the opposite situation, namely creating a Belgian company while continuing to live and work from another country. In these cases, specific issues relating to tax residence, social security and double taxation may arise and should be analysed before starting the activity.
Creating a company in Belgium as a citizen of the European Union
Citizens of the European Union can create and manage a company in Belgium under conditions equivalent to those applicable to Belgian citizens. The freedom of establishment allows them to carry out an activity, incorporate a Belgian company or create a subsidiary or branch of an existing company in another Member State (Articles 49 to 55 of the Treaty on the Functioning of the European Union TFEU).
💡 In practice, the procedure is considerably simpler than for citizens of third countries. In any event, they must comply with the corporate, tax, administrative or professional requirements applicable to the specific activity.
Does an EU citizen need a professional card (carte professionnelle)?
Citizens of the European Union do not need a professional card to carry out a self-employed professional activity in Belgium. This exemption also applies to nationals of the other States of the European Economic Area — Iceland, Norway and Liechtenstein — and to Swiss citizens. This does not mean, however, that any activity can be carried out freely. If it is a regulated profession, it may be necessary to demonstrate certain qualifications, obtain their recognition in Belgium or comply with specific requirements for access to the profession, such as, for example, the legal profession or architecture (where professional bodies also regulate access to the profession).
💡 For example, an Italian consultant who wishes to establish themselves as self-employed in Belgium does not need to apply for a professional card merely because they carry out a self-employed activity. But in the case of an architect, they will have to comply with the requirements for access to the profession established by the professional body for architects.
Do they need a work permit?
A citizen of the European Union can work in Belgium, both as an employee and as a self-employed person, without having to obtain a work permit. Therefore, a Spanish, French, Italian citizen or a citizen of any other Member State can incorporate a company and carry out their activity in Belgium without applying for any permit.
⚠️ They must nevertheless comply with the formalities associated with carrying out the activity, such as registration, affiliation with the social security scheme for self-employed persons and, where applicable, authorisations relating to the profession or sector.
Do they have to transfer their residence to Belgium?
Setting up a company in Belgium does not require an EU citizen to move their residence to the country. An entrepreneur may, for example, live in Spain and be a partner in a Belgian company. Where the entrepreneur continues to reside in Spain, the taxation of their income and business activities must also be assessed in accordance with the Double Taxation Agreement between Spain and Belgium. In any event, when an EU citizen stays in Belgium for more than three months, they must meet the EU residence requirements and complete the registration formalities with the commune (municipality in Belgium). Carrying out self-employed work in Belgium is one of the circumstances that entitles the individual to this right of residence.
Can a Belgian company be managed from an EU country?
A shareholder or director of a Belgian company can reside in a Member State and manage the company from there. However, when management is carried out regularly from another country, the issue is no longer purely a corporate one. Tax aspects and employment or social security aspects must also be analysed.
💡 For example, a director who resides in Italy and manages a company incorporated in Belgium on a daily basis from there may face tax or social security obligations in both countries. European rules determine the applicable social security scheme based, among other factors, on the country of residence and the place where the activity is actually carried out.
Likewise, remuneration received as a director of a company located in another State may be subject to tax rules and double taxation treaties.
💡 Therefore incorporating a Belgian company while continuing to live and work in another European Union country is possible, but the structure must be analysed from a corporate, tax and social security perspective.
Creating a company in Belgium as a non-EU citizen
A citizen of a country outside the EU, the EEA or Switzerland can incorporate a company in Belgium and be a shareholder. The main difference compared with a European citizen arises when they intend to work directly in the company or carry out a self-employed activity in Belgium, as they may need a professional card. It is therefore important to distinguish from the outset between investing in a company, actively participating in it and performing management functions. Each situation has different consequences and requirements.
Can a non-EU citizen be a shareholder of a Belgian company?
A non-EU citizen can be a shareholder of a Belgian company and can even own 100%. There is no obligation to have a Belgian shareholder because of the nationality of the founder. An SRL, for example, can be incorporated by a single founder, who may be a natural person or a legal entity.
💡 For example, a Colombian entrepreneur residing in Bogotá can invest in a Belgian SRL and hold all of its shares. Being a shareholder does not, however, grant them the right to move to Belgium and work actively in the company.
Can a non-EU citizen be a director of a Belgian company?
Foreign nationality does not prevent a person from being a director of a Belgian company. However, when the director performs their mandate as a self-employed activity in Belgium, as we will see, a professional card or carte professionnelle is required. Therefore, if the foreign founder of the company is appointed as director, they must comply with the rules on access to self-employed professional activity. The Belgian regional authorities determine which corporate functions may constitute a self-employed activity.
💡 For example, in Brussels, this obligation (to apply for a professional card) applies to a company director even when the mandate is unpaid.
Investor shareholder and active shareholder: what is the difference?
An investor shareholder participates in the capital of the company and exercises the rights attached to their shares — for example, voting at the general meeting or receiving dividends — but does not carry out a professional activity within the company. An active shareholder, by contrast, personally participates in the company’s activity and contributes to its operation. This activity is regarded as self-employed work and, for a national of a third country, a professional card is required.
💡 For example, a Mexican entrepreneur who contributes capital to a Belgian technology company but does not participate in its management is in a different situation from another shareholder who works daily for the same company, negotiates with clients, manages the team and personally develops the commercial activity.
Does a non-EU citizen need a professional card (carte professionnelle)?
As a general rule, a national of a third country who wishes to carry out a self-employed professional activity in Belgium needs a professional card (carte professionnelle), unless they benefit from an exemption. The authorisation may be necessary both for someone working as a self-employed person in their own name and for certain persons carrying out their activity through a company, including directors, representatives or active shareholders.
💡 For example, an Argentinian citizen who moves to Brussels to incorporate an SRL and personally manage a consulting company must first check whether they need a professional card (carte professionnelle). This rule does not change simply because they carry out their activity through an SRL rather than as an individual self-employed person.
The professional card is also personal. It authorises the foreign entrepreneur to carry out certain professional activities. It should not be confused with the incorporation of the company or with its company number. The card must also be distinguished from the residence permit. A national of a third country who intends to work as a self-employed person and reside in Belgium for more than 90 days must also have a residence authorisation.
Can the company be incorporated before obtaining the professional card?
It is possible to incorporate the company before the founder has the professional card, but this does not mean that they can immediately begin carrying out the self-employed activity for which authorisation is required. Incorporating a company and obtaining personal authorisation to carry out a professional activity are two different matters. However, if the foreign founder intends to carry out an activity subject to a professional card, the sequence of the procedures must be planned in advance in order to coordinate the incorporation of the company, the professional card and the residence permit.
💡 For example, a Canadian entrepreneur can prepare the incorporation of their SRL with the notary while their immigration and professional application is being processed. What they should not do is assume that the legal existence of the company automatically allows them to settle in Belgium and start working as a self-employed person before obtaining the necessary authorisation.
Are there exemptions from the professional card?
There are different categories of exemptions. For example, there are specific exceptions for certain short-term activities. For example, certain non-resident entrepreneurs who travel temporarily to Belgium to negotiate contracts, develop commercial contacts or attend meetings of a board of directors are exempt under certain conditions.
What type of company can a foreigner create in Belgium?
A foreigner can use the same company forms provided for under Belgian law. The choice will depend on the size of the project, the number of shareholders, the planned financing and the degree of liability. For most entrepreneurs and small or medium-sized companies, the SRL/BV is generally the most common option. Below, we explain some of the most common company forms.
Société à responsabilité limitée or besloten vennootschap (SRL / BV)
The limited liability company (SRL/BV) in Belgium is the standard company form in Belgium and one of the most commonly used by foreign entrepreneurs. It can be incorporated by a single founder, who may be a foreign national and hold 100 per cent of the shares. There is no fixed statutory minimum share capital, but the founders must provide sufficient resources to finance the planned business activity and submit a financial plan. The liability of the shareholders is limited to their capital contributions.
💡 For example, a Colombian entrepreneur who wants to establish a small consulting company in Brussels can incorporate an SRL of which they are the sole shareholder. If the non-EU entrepreneur also intends to work in the company, the need for a carte professionnelle must be analysed separately.*
Société anonyme / naamloze vennootschap (SA / NV)
The SA/NV (société anonyme / naamloze vennootschap) is intended for larger projects, structures with significant financing or companies that wish to facilitate the entry and exit of investors. It can be incorporated by a single founder, but requires minimum capital of 61,500 euros. Its shares are more easily transferable than those of an SRL, unless the articles of association provide for restrictions.
💡 It may be suitable, for example, for a foreign group intending to develop a sizeable activity in Belgium, bring in several investors or structure future financing rounds.
Société coopérative / coöperatieve vennootschap (SC / CV)
The SC/CV (société coopérative / coöperatieve vennootschap) is reserved for projects pursuing a cooperative purpose. It requires at least three founders and there is no minimum capital, although sufficient resources must also be available. Its main characteristic is that cooperation between the shareholders forms part of the company’s operation.
💡 It is generally not the first option for a foreign entrepreneur who simply wants to create a company or subsidiary in Belgium. It is intended for projects in which several people or companies collaborate to meet common needs or defend shared economic or social interests.
Foreign company, subsidiary or branch?
A company already incorporated in another country does not necessarily have to create a new company from scratch. It can mainly consider two ways of establishing itself in Belgium, incorporating a Belgian subsidiary or establishing a branch.
💡 For example, a Portuguese company wishing to develop the Belgian market can incorporate a Belgian SRL whose sole shareholder is the Portuguese company itself. If, on the other hand, it wishes to keep all the activity within the Portuguese company, it can consider opening a branch.
The choice between a subsidiary and a branch must be analysed from the perspective of liability, taxation and group structure. To learn in greater detail about the differences between an SRL, SA and SC, capital requirements, articles of association, the financial plan and the notarial procedure, see our guide on the incorporation of a company in Belgium.
How to incorporate a company in Belgium as a foreigner? Step by step
Incorporating a company in Belgium as a foreigner requires following an order in order to avoid problems and complete the creation correctly, while complying with a series of requirements.
Step 1 | Determine nationality and residence
The first point is to check whether the entrepreneur is a citizen of the EU, the EEA or Switzerland, or comes from a third country. The difference is important because European citizens can carry out a self-employed activity in Belgium thanks to the freedom of establishment within the European Union. It is also necessary to take into account where the entrepreneur currently resides and whether they intend to move to Belgium, in order to review the following sections.
Step 2 | Determine what role the entrepreneur will perform
Before incorporating the company, it is necessary to define what role the founder will have within it. Being an investor is not the same as working for the company. Nor is being a shareholder, active shareholder, director or employee the same. This distinction is important for non-EU citizens, because it determines the requirements and conditions that will apply.
💡 For example, a Colombian entrepreneur who will only invest in a Belgian company from their own country is not in the same situation as another who intends to move to Brussels to personally manage the company.*
Step 3 | Check whether the activity or profession is regulated
The next step is to check whether the activity can be carried out freely or whether it is subject to specific requirements. Some professions require recognition of a foreign diploma in Belgium, professional registration or registration with a professional body or compliance with specific requirements for access to the profession. This means that legally incorporating a company does not necessarily mean being authorised to carry out all the activities included in its corporate purpose.
💡 For example, a foreign healthcare professional can incorporate a company in Belgium, but will still need to comply with the requirements applicable to the recognition of their qualification and the exercise of their profession.*
Step 4 | Self-employed, company, subsidiary or branch
A professional who personally works in the business may in certain cases choose to operate as self-employed. For projects requiring separation of assets, shareholders, investment or growth, a company — usually an SRL/BV — may be more appropriate. If a company already exists in another country, it must be analysed whether it is preferable to create a Belgian subsidiary or establish a branch. Liability, taxation, the number of shareholders, the planned financing, the future entry of investors, among other matters, must also be assessed.
Step 6 | Define shareholders, directors and beneficial owners
It must be clear who the shareholders will be, what percentage each will hold, who will manage the company and who its beneficial owners or UBOs will be. Where there are holding companies or foreign companies, the corporate structure chart must be established. If there are several corporate levels, it must be possible to trace the chain until the natural persons controlling the company are identified.
Step 7 | Prepare the bank account and KYC file
When foreign shareholders are involved, the bank will need to understand who is behind the company, what activity it will carry out and where the money used to finance it comes from. It is advisable to prepare from the outset identity documents, proof of address, tax residence or shareholding structure, among other documents. If the structure includes holding companies, several countries or significant investments, the documentation must clearly show both the ownership of the company and the origin of the money.
Step 8 | Incorporate and register the company
Once the above matters have been resolved, the company can be incorporated. Depending on the structure chosen, the corresponding formalities must be completed. For companies such as an SRL, SA or SC, the involvement of a notary will be required.
The most common procedure includes: notary → incorporation → registration with the BCE/KBO → UBO → VAT → social security
Step 9 | Check licences and authorisations before starting the activity
Depending on the sector, additional authorisations, licences or regional permits may be required. This is particularly relevant in sectors such as construction, transport, food, financial services or certain commercial activities.
Step 10 | Prepare electronic invoicing from the outset
Since 1 January 2026, electronic invoicing has been mandatory for B2B transactions between Belgian companies subject to VAT. Therefore, a company created from that date must be able to send and receive electronic invoices through Peppol.
Opening a bank account in Belgium as a foreigner
Foreign nationality does not prevent the opening of a business account in Belgium, but each financial institution applies its own procedures. Therefore, when there are non-resident shareholders or funds coming from abroad, legal assistance is advisable.
Is it mandatory to have a Belgian bank account?
A Belgian company must have a professional account separate from the personal accounts of its shareholders or directors in order to carry out its activity. In addition, when cash contributions are made upon the incorporation of an SRL, SA or SC and must be paid up at the time of incorporation, the funds are deposited into an account opened in the name of the company in formation. The bank then issues a certificate which is provided to the notary and which confirms that the amounts are available to the future company. Once the deed has been executed, the funds can be released.
KYC identification of the foreign shareholder
Before opening the account, the bank must carry out a KYC (Know Your Customer) procedure and verify who is behind the company. It is not sufficient to present the company’s articles of association. The financial institution must identify the company, its directors and representatives, the persons authorised to use the account and the beneficial owners or UBOs. Anti-money laundering regulations require financial institutions to identify and verify their clients, representatives and beneficial owners before establishing the relationship.
⚠️ For a foreign entrepreneur, the bank may request, for example, a passport, proof of address, tax residence, professional activity, articles of association of other companies, shareholding structure and documentation explaining the business project in Belgium.*
💡 For example, if a Belgian company belongs to a German company, which in turn is controlled by a natural person residing outside Belgium, the bank will not normally limit itself to identifying the German company, it must determine which natural person ultimately controls the structure.*
Identification of beneficial owners
Belgian companies are required to identify and register their beneficial owners or UBOs —Ultimate Beneficial Owners—. In general, beneficial owners are natural persons who directly or indirectly own or control the company. A holding of more than 25% of the shares or voting rights constitutes an indication of ownership or control. The company must register its UBOs within 30 days following its incorporation, provide supporting documents with the information and subsequently confirm the data each year. Where there are foreign parent companies, holding companies or several levels of ownership, it is necessary to reconstruct the corporate chain until the natural persons exercising ultimate control are identified.
Foreign documents, translations and legalisation
When shareholders, directors or parent companies are established outside Belgium, the bank may request the certificate from the foreign commercial register, articles of association, identity documents, certificates of address, powers of attorney and tax or financial documents. If these documents are drafted in a language that is not an official language in Belgium, a sworn translation may be requested. Likewise, depending on the country of origin and the document, it may be necessary to check whether an apostille, legalisation or another form of authentication is required.
Can the bank account be opened remotely?
Some banks allow the account-opening process to be carried out remotely. Anti-money laundering regulations allow remote identification procedures provided that the bank has appropriate mechanisms to verify the identity of the client. A company with a single shareholder residing in another EU State usually presents a simpler situation than a structure with several foreign companies, non-resident directors and beneficial owners located in different jurisdictions. The bank may request a video call, electronic identification or, in certain cases, the physical presence of the director or representative.
💡 It is therefore advisable to start the banking procedure sufficiently in advance and not leave KYC until the end of the incorporation process.*
What happens if the bank refuses to open the account?
Belgium has a basic banking service for companies intended for certain companies that have difficulties obtaining a bank account in Belgium. Companies established in Belgium and registered — or applying for registration — with the Crossroads Bank for Enterprises may apply for this mechanism. For a foreign entrepreneur, in the event of a bank refusal, it is advisable to analyse the reason for the refusal and consider this alternative.
Can a Belgian company be incorporated remotely?
In many cases, it is possible to incorporate a Belgian company without the founder having to physically travel to Belgium. Belgian notaries currently allow incorporation through digital procedures, videoconferencing and, where appropriate, notarial powers of attorney. For a foreign founder, other procedures may be involved — such as identification, opening a bank account, contributing funds or certain professional authorisations — which require additional documentation or specific checks.
Incorporation by power of attorney
One of the most commonly used options when the founder is abroad is to grant a power of attorney so that another person can sign the deed of incorporation on their behalf. Belgian notaries allow an authentic digital power of attorney to be granted by videoconference. The power of attorney may be granted, for example, to an employee of the notary’s office or to the lawyer, who will subsequently appear to sign the deed on behalf of the founder. This is useful when several shareholders are located in different countries or when the foreign entrepreneur cannot travel to Belgium on the date scheduled for the incorporation.
💡 For example, a Spanish entrepreneur residing in Madrid can prepare the incorporation of their SRL with a Belgian notary and, if the identification requirements are met, grant the necessary power of attorney without having to travel solely to sign the deed.
Electronic signature
The incorporation of certain Belgian companies can be carried out by electronic signature and videoconference with the notary. The Manage My Business notarial platform currently allows the online incorporation of companies such as the SRL/BV, SA/NV and SC/CV with the assistance of a notary. To use the digital procedure, it is necessary to have a recognised electronic identification method compliant with the eIDAS system. In certain cases, tools such as the Belgian eID, itsme or other compatible identification methods may be used.
Documents for incorporating a company in Belgium as a foreigner
The documents required for creating a company in Belgium as a foreigner depend on several factors. In addition to corporate documentation, the notary, bank or Administration may request additional documents to verify the identity of the founders, the beneficial owners, the origin of the funds or authorisations to carry out the activity.
Individual founder or foreign company
| Type of founder | Document | Main purpose |
|---|---|---|
| Foreign individual | Valid passport or identity document | Identify the founder, director or representative |
| Proof of address | Establish residence and complete KYC checks | |
| Residence permit or document, where applicable | Verify their status and the possible need for a carte professionnelle | |
| Description of the business activity | Define the corporate purpose, activity codes, licences and financial plan | |
| Shareholding structure and directors | Determine shareholders, percentages, management bodies and UBOs | |
| Evidence of the origin of funds | Establish the source of the capital contributed before the bank | |
| Powers of attorney, if acting through a representative | Allow incorporation or signing remotely | |
| Documentation relating to the carte professionnelle, where applicable | Establish the right to carry out a self-employed activity | |
| Foreign company | Current articles of association | Verify the name, purpose, registered office and representation rules |
| Recent certificate from the Commercial Register or equivalent | Establish legal existence, registered office and representatives | |
| Identification of representatives | Determine who can validly act on behalf of the company | |
| Decision of the competent corporate body | Authorise the investment or incorporation of the Belgian company | |
| Shareholding structure and UBOs | Identify the natural persons who ultimately control the structure | |
| Powers of attorney | Authorise a person to sign or carry out procedures in Belgium | |
| Translations, apostilles or legalisations, where required | Allow valid use of foreign documents in Belgium |
UBO registration where there are foreign shareholders
When a Belgian company has foreign shareholders, it must also comply with the obligations of the UBO Register (Ultimate Beneficial Owner). The purpose is to identify the natural persons who, directly or indirectly, own or exercise effective control over the company.
In international structures, it is not sufficient to identify the immediate shareholder. If a Belgian SRL belongs to a Spanish, French, American or other foreign company, it will be necessary to analyse who controls that foreign company and, where appropriate, continue examining the different levels of ownership until reaching the natural persons who exercise the ultimate control.
Who is a beneficial owner of a Belgian company?
The beneficial owner or UBO is the natural person who directly or indirectly owns or controls a company. As a general rule, a holding of more than 25% of the capital, shares or voting rights constitutes an indication of control. A person with a smaller holding may also be a beneficial owner if they exercise control by other means. If no person can be identified according to these criteria, the person exercising management is considered the UBO.
💡 For example, if a natural person directly owns 60% of a Belgian SRL, they must be identified as a UBO. The analysis is different if that 60% belongs to a foreign holding company. In that case, it will be necessary to determine who ultimately controls that holding company.
International corporate structures
Where there is a foreign company between the UBO and the Belgian company, that company acts as an intermediary entity within the structure.
💡 For example, Natural person → Dutch holding company → Belgian limited liability company
In this case, the holding company does not replace the natural person as the beneficial owner. It will be necessary to identify the natural persons who control the holding company and determine their ownership or control over the Belgian company. The situation may become more complex where there are several levels, or where several companies and several investors are involved.
💡 For example, Natural person → Mexican holding company → Dutch company → Belgian SRL
In international structures, our firm recommends preparing a corporate structure chart, indicating the ownership percentages at each level and the natural persons within the chain.
Indirect holdings, how is the UBO calculated?
A person may be a beneficial owner even if they do not directly own any shares in the Belgian company. One of the methods for analysing these situations consists of calculating the indirect ownership through the different corporate levels.
💡 For example, if a person owns 80% of a foreign holding company and that holding company owns 40% of a Belgian company, the resulting indirect economic ownership will be: 80% × 40% = *32%
As this exceeds 25%, that person must, in principle, be identified as a UBO of the Belgian company. The Belgian Administration also takes into account situations in which a natural person controls, through a majority holding, an intermediary company which in turn owns more than 25% of the Belgian company. Direct and indirect holdings may also be added together.
💡 For example, the situation of a person who directly owns 10% and, through another company, indirectly controls another 18%. Their total holding of 28% allows them to be identified as a UBO.*
⚠️ In holding companies, family groups, shareholder agreements or structures with different classes of voting rights, both *ownership and control must be examined.
Obligations after registering the UBOs
The UBO Register is not a formality carried out only once when the company is incorporated. Subsequently, any change to the information relating to the UBOs must also be updated within one month. In addition, the registered information must be confirmed annually. Changes such as the entry of a new investor, a sale of shares, a group reorganisation, the creation of a new holding company, changes in voting rights or any modification affecting who controls the company must therefore be reviewed.
💡 For example, if a Danish company that owns a Belgian SRL is acquired by an American group, it is not sufficient to change the corporate information in Denmark. The Belgian company must also review its UBO Register to determine whether its beneficial owners have changed and update the information within the relevant period.
As regards non-compliance with UBO obligations, Belgian regulations provide for administrative fines ranging from 250 to 50,000 euros for certain persons responsible for the entity in the event of failure to comply with the identification and reporting obligations. In certain cases of prolonged non-compliance, the company may also be removed from the Crossroads Bank for Enterprises, with possible consequences in relation to banks and third parties.
💡 Therefore, when a Belgian company belongs to foreign investors or forms part of an international group, UBO requirements should be treated as an obligation of transparency of the corporate structure, and not as a formality following incorporation.
Social security of the foreign entrepreneur
Creating a company in Belgium as a foreigner may also give rise to social security obligations. In international situations, contributions do not depend solely on where the company is incorporated, but also on where the person resides and where they actually carry out their activity.
Self-employed director
In Belgium, company directors and active shareholders may be subject to the social security scheme for self-employed persons and must, in that case, join a social insurance fund. This personal obligation must be distinguished from the annual contribution payable by the company itself, which is a separate obligation.
💡 For example, a foreign entrepreneur who incorporates a Belgian SRL and personally works as a director may have to join the Belgian social security scheme for self-employed persons and pay social security contributions on their professional income.
Working simultaneously in several countries
The situation requires attention when the entrepreneur lives in one country and also works in another, or regularly carries out self-employed activities in several States. Within the EU, the EEA and Switzerland, coordination rules apply with the aim of ensuring that a person is subject to a single social security system. For a person carrying out self-employed activities in several States, one of the relevant criteria is where they carry out their activity. As a reference, an activity of approximately 25% or more may determine the application of the legislation of that State. If that threshold is not reached, it must be analysed where the centre of interest of their activities is located.
💡 For example, for an entrepreneur residing in Madrid who manages a Belgian company but carries out a significant part of their professional activity from Spain, it will be necessary to determine which legislation applies under the European rules.*
Citizens of the European Union
For citizens of the EU, the EEA and Switzerland, European rules coordinate the different national systems in order, in principle, to avoid double affiliation. When an entrepreneur works in Belgium and in another Member State, it may be necessary to obtain an A1 certificate, which confirms which social security legislation applies. The INASTI is the competent authority in Belgium for issuing this certificate to self-employed persons subject to the Belgian system.
Nationals of third countries
For non-EU citizens, the situation depends both on Belgian legislation and on the possible existence of international social security agreements. Belgium has concluded bilateral agreements with various countries, which may determine which system applies and avoid certain situations of double contributions.
💡 There are, for example, agreements with countries such as Canada, India, Turkey or Chile. Therefore, a non-EU entrepreneur working in Belgium must check where they must pay contributions and whether an applicable agreement exists with their country of origin.*
Taxation and social security
The country in which a person pays taxes does not necessarily have to be the same country in which they pay social security contributions. Taxation is determined under national tax rules and double taxation treaties. Social security, on the other hand, is governed by its own European coordination rules or by the applicable international agreements.
💡 For example, a director residing in the Netherlands may receive remuneration from a Belgian company and have certain tax obligations linked to Belgium, while their social security may remain subject to the Dutch system.
Successful practical cases | How we help to establish in Belgium
Each client’s situation is different. Nationality, country of residence, role within the company and the place from which the activity will be carried out may change the most appropriate structure. The following examples show some situations that we successfully handled, and how we resolved them.
Case 1 | French entrepreneur who moves to Brussels to create an SRL
The situation. A French entrepreneur wanted to move to Brussels to develop a consulting activity through their own company. Their objective was to be the sole shareholder and director of an SRL and work from Belgium.
How we resolved it. As an EU citizen, it was not necessary to apply for a carte professionnelle or a work permit. Our strategy consisted of coordinating the incorporation of the SRL with their establishment in Belgium, their affiliation with social security as a self-employed person and the corresponding residence formalities with the Municipality.
The result. The entrepreneur was able to establish their activity in Brussels quickly through a company over which they retained full control, without having to bring in a Belgian shareholder or apply for additional authorisations. Our lawyers specialising in Business Consulting collaborated in the establishment of the company and its follow-up.
Case 2 | Italian entrepreneur who created a Belgian company but continued living in Rome
The situation. An Italian entrepreneur wanted to incorporate a company in Belgium to develop the Belgian market, but wished to maintain their personal residence in Rome and continue managing their activity from Italy. The issue was not the incorporation of the company — which as an EU citizen did not present any particular difficulties — but avoiding the structure generating tax or social security problems between Belgium and Italy.
How we resolved it. Before incorporating the company, we analysed where the director’s functions would be carried out, which decisions would be taken from Italy and which from Belgium, how the activity would be organised and what remuneration the entrepreneur would receive. The structure was designed by separating the Belgian activity from the functions carried out from Italy and taking into account the rules applicable to tax residence, management and European coordination of social security.
The result. Our client was able to maintain their residence in Italy and participate in the management of the Belgian company with a structure organised in advance to reduce the risk of conflicts between both States.
Case 3 | Colombian entrepreneur who incorporated an SA and moved to Belgium
The situation. A Colombian entrepreneur wanted to move to Belgium to create a public limited company. Unlike an EU citizen, incorporating the SA was not sufficient to settle and work in Belgium.
How we resolved it. The project was structured from three perspectives: company, professional activity and residence. The business project, financial structure and documentation necessary to apply for the carte professionnelle were prepared in a coordinated manner. We had to demonstrate the economic viability and coherence of the project, the entrepreneur’s professional experience and the available resources. In addition, their residence in Belgium was coordinated.
The result. This structure allowed the business establishment, and not merely the isolated incorporation of a company. The founder was able to settle in Belgium and carry out the activity through the company. This type of case shows why, for non-EU citizens, residence planning must begin before incorporation.
Case 4 | Mexican entrepreneur who wants to invest in a Belgian company
The situation. A Mexican entrepreneur wanted to contribute capital to a Belgian company and become a shareholder, but had no intention of participating in the management of the company. Their main question was whether, as a national of a third country, they had to obtain a carte professionnelle in order to make the investment.
How we resolved it. Their position as an investor shareholder was defined, distinguishing it from that of an active shareholder or director who carries out a self-employed activity in Belgium. The corporate structure allowed the investor to participate in the capital and exercise their rights as a shareholder, while the management of the company was assigned to the company’s directors. Documentation relating to the UBO and the origin of the funds was also prepared, matters that are relevant in this type of case.
The result. The entrepreneur was able to participate in the Belgian company as an investor without transferring their residence to Belgium.
Case 5 | American company that wants to develop activity in Brussels
The situation. An American company wanted to establish a permanent presence in Brussels to serve European clients and hire local staff. The first question was whether it was preferable to open a branch of the American company or incorporate a Belgian subsidiary.
How we resolved it. Before choosing the structure, we analysed the degree of autonomy the Belgian activity would have, the risks, planned hiring, the liability of the parent company and the long-term development of the project. A branch would have allowed the company to operate directly through the American company, but would have maintained a direct legal link with the parent company. Since the project envisaged a stable presence, local hiring and independent growth, a Belgian subsidiary with its own legal personality, owned by the American company, was chosen. The documentation of the American company, identification of representatives and UBOs, banking file and formalities necessary to incorporate the company in Belgium were coordinated.
The result. This group obtained an autonomous Belgian structure from which it could hire, enter into contracts and develop the European market, while at the same time maintaining a separation from the American parent company. For a foreign company it is important to ask which structure best protects the group and adapts to our growth plans in Belgium?.
Do you need help with incorporating and planning a company in Belgium as a foreigner?
Creating a company in Belgium as a foreigner is possible, but the success of the project depends on more than that. All the aspects analysed in this article must be considered in a coordinated manner. A well-designed structure planned in advance can avoid problems, costs and subsequent disputes with the Administration, the bank or immigration and tax authorities. At Arthur & Marin, our lawyers specialising in Business Law in Belgium, International Law and International Commercial Law advise entrepreneurs, investors and foreign companies throughout the entire process of establishing themselves in Belgium. From choosing the structure, incorporating the company, carte professionnelle, residence, international taxation, UBO, banking, KYC, social security and licences.
Contact us at info@arthurmarin.com or on +32 465 345 345 to request a consultation and study the best way to establish your activity in Belgium.
💡 We analyse your situation and design a structure adapted to your business project and objectives
