Corporate law - Formalities for setting up a Belgian branch office

• - The Company's Board of Directors (or any other duly authorised
• corporate body under the laws governing the company) must resolve
• to:
• (a) open a branch office in Belgium and
• (b) appoint a branch manager who shall have the
• authority to validly bind the company in Belgium.
• - Such resolution must be legalised, either by the Belgian Embassy or
• the nearest Belgian Consulate in the country whose laws govern the
• company, or in accordance with the procedure provided for in The
• Hague Convention of 1961 (i.e., Notary certificate and Apostille)
• if the company is governed by the laws of a country which is a
• party to that Convention.
• - The following documents will have to be translated into French
• or Dutch by a certified translator and filed in Belgium:
• (a) the Board resolution; and
• (b) the company's articles of incorporation and charter,
• legalised as mentioned under item 2 above.
• - The French or Dutch translation of the Board resolution and of
• excerpts from the company's articles of incorporation and charter
• will have to be signed by the branch manager on a special form, for
• purposes of publication in the Belgian State Gazette.
• - The branch office will have to be registered with the VAT
• Administration (if it is subject to VAT) and with the local
• Commercial Register. Special forms to that effect need to be
• signed by the branch manager who will also have to disclose
• some personal data to the local Commercial Register.