Belgium: Doing Business In

This country-specific Q&A provides an overview of Doing Business In laws and regulations applicable in Belgium.

The authors would also like to thank Alexander Baert, Filip Smet, Glenn Hansen, Brandon Mbuyi Kabong, Gaëlle Frankard, Maarten Goedseels, Pierre Lutgens, Richard Steppe and Louise Van Eyken for helping to contribute to this chapter.

  1. Is the system of law in your jurisdiction based on civil law, common law or something else?

  2. What are the different types of vehicle / legal forms through which people carry on business in your jurisdiction?

  3. Can non-domestic entities carry on business directly in your jurisdiction, i.e., without having to incorporate or register an entity?

  4. Are there are any capital requirements to consider when establishing different entity types?

  5. How are the different types of vehicle established in your jurisdiction? And which is the most common entity / branch for investors to utilise?

  6. How is the entity operated and managed, i.e., directors, officers or others? And how do they make decisions?

  7. Are there general requirements or restrictions relating to the appointment of (a) authorised representatives / directors or (b) shareholders, such as a requirement for a certain number, or local residency or nationality?

  8. Apart from the creation of an entity or establishment, what other possibilities are there for expanding business operations in your jurisdiction? Can one work with trade /commercial agents, resellers and are there any specific rules to be observed?

  9. Are there any corporate governance codes or equivalent for privately owned companies or groups of companies? If so, please provide a summary of the main provisions and how they apply.

  10. What are the options available when looking to provide the entity with working capital? i.e., capital injection, loans etc.

  11. What are the processes for returning proceeds from entities? i.e., dividends, returns of capital, loans etc.

  12. Are specific voting requirements / percentages required for specific decisions?

  13. Are shareholders authorised to issue binding instructions to the management? Are these rules the same for all entities? What are the consequences and limitations?

  14. What are the core employment law protection rules in your country (e.g., discrimination, minimum wage, dismissal etc.)?

  15. On what basis can an employee be dismissed in your country, what process must be followed and what are the associated costs? Does this differ for collective dismissals and if so, how?

  16. Does your jurisdiction have a system of employee representation / participation (e.g., works councils, co-determined supervisory boards, trade unions etc.)? Are there entities which are exempt from the corresponding regulations?

  17. Is there a system governing anti-bribery or anti-corruption or similar? Does this system extend to nondomestic constellations, i.e., have extraterritorial reach?

  18. What, if any, are the laws relating to economic crime? If such laws exist, is there an obligation to report economic crimes to the relevant authorities?

  19. How is money laundering and terrorist financing regulated in your jurisdiction?

  20. Are there rules regulating compliance in the supply chain (for example comparable to the UK Modern Slavery Act, the Dutch wet kinderarbeid, the French loi de vigilance)?

  21. Please describe the requirements to prepare, audit, approve and disclose annual accounts / annual financial statements in your jurisdiction.

  22. Please detail any corporate / company secretarial annual compliance requirements?

  23. Is there a requirement for annual meetings of shareholders, or other stakeholders, to be held? If so, what matters need to be considered and approved at the annual shareholder meeting?

  24. Are there any reporting / notification / disclosure requirements on beneficial ownership / ultimate beneficial owners (UBO) of entities? If yes, please briefly describe these requirements.

  25. What main taxes are businesses subject to in your jurisdiction, and on what are they levied (usually profits), and at what rate?

  26. Are there any particular incentive regimes that make your jurisdiction attractive to businesses from a tax perspective (e.g. tax holidays, incentive regimes, employee schemes, or other?)

  27. Are there any impediments / tax charges that typically apply to the inflow or outflow of capital to and from your jurisdiction (e.g., withholding taxes, exchange controls, capital controls, etc.)?

  28. Are there any significant transfer taxes, stamp duties, etc. to be taken into consideration?

  29. Are there any public takeover rules?

  30. Is there a merger control regime and is it mandatory / how does it broadly work?

  31. Is there an obligation to negotiate in good faith?

  32. What protections do employees benefit from when their employer is being acquired, for example, are there employee and / or employee representatives’ information and consultation or co-determination obligations, and what process must be followed? Do these obligations differ depending on whether an asset or share deal is undertaken?

  33. Please detail any foreign direct investment restrictions, controls or requirements? For example, please detail any limitations, notifications and / or approvals required for corporate acquisitions.

  34. Does your jurisdiction have any exchange control requirements?

  35. What are the most common ways to wind up / liquidate / dissolve an entity in your jurisdiction? Please provide a brief explanation of the process.