Legal obligations for Belgian branches of foreign companies
The annual accounts and the consolidated annual accounts of foreign companies with branches in Belgium must be filed at the National Bank of Belgium in the form in which they were drawn up, audited and published in accordance with the laws of the state by which the company is governed.
The annual accounts must be accompanied by a social balance sheet. This should only contain data pertaining to the entirety of the branches and places of operations as held by the foreign company concerned in Belgium.
These accounts must be drawn up in the language used within the branch for all its official documents. This can be French, Dutch or German, depending on the official language used by the Court in the jurisdiction in which the Belgian branch is registered.
The filing must take place within thirty days after approval of the annual accounts by the General Meeting of shareholders of the foreign company, and at the latest within seven months after closing of the financial year.
If filing does not take place on time, a fee increase will be imposed in addition to the costs of filing. This fee increase represents a contribution to the costs made by the federal control authorities for the purpose of tracing and inspecting companies in difficulties. The amounts are:
- € 400, if the annual accounts are filed during the ninth month following the closing of the financial year;
- € 600, if the annual accounts are filed as from the tenth until the twelfth month following the closing of the financial year;
- € 1200, if the annual accounts are filed as from the thirteenth month following the closing of the financial year.
Publication in the Supplements to the Belgian Official Journal
Under certain circumstances, filing must take place at the Commercial Court for the purpose of publication in the Supplements to the Belgian Official Journal (Belgisch Staatsblad). These certain circumstances may be:
- Amendments of the articles of association of the foreign company;
- Relocation of the registered office of the foreign company;
- Significant changes regarding the branch, such as the name, address, legal representative, etc.;
- Dissolution, winding-up, bankruptcy, legal reorganisation and suchlike of the foreign company;
- Closing-down of the branch, etc.
Statements which must be included in the official documents
Any written document used by the branch, such as letters, invoices, order forms, announcements as well as websites and any other electronic documents must state the following:
- The name, the legal form and the address of the registered office of the foreign company;
- The address of the branch;
- The register of legal persons of the jurisdiction in which the branch is registered;
- The VAT number.
For branches not subject to VAT, the register of legal persons does not need to be stated, however, the registration number at the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) must be stated.
