Best Investment & Business Structuring Lawyers in Belgium

About Investment & Business Structuring Law in Belgium

Investment and business structuring law in Belgium covers how companies are formed, reorganized, financed, and governed. It includes the creation of holding structures, corporate governance rules, reorganizations, and the use of investment vehicles for asset management and project funding. Legal counsel helps ensure compliance with Belgian and European requirements throughout the life cycle of a business.

Key areas include selecting the right entity type for ownership and liability, establishing holding companies for tax and risk efficiency, executing mergers or demergers, and forming vehicles such as SPVs and investment funds. Professionals also assist with cross-border transactions and ongoing regulatory obligations in the Belgian market.

Source overview: In Belgium, corporate law is consolidated under the Code des sociétés et des associations (CSA) with governance and restructuring rules that apply to most business formats.

Why You May Need a Lawyer

• Setting up a Belgian holding company for a multi-jurisdiction group. A lawyer helps choose between BV and NV structures, drafts the articles of association, and ensures the holding meets local and EU requirements. They also coordinate with tax advisors on intra-group financing and dividends.
• Executing a cross-border merger or demerger involving Belgian entities. Complexities include valuation, employee rights, and compliance with CSA rules for share transfers and reporting. A lawyer coordinates documentation and regulatory filings across jurisdictions.
• Forming an investment fund or SPV under Belgian supervision (SICAV/SICAF). You need regulatory clearance from the Financial Services and Markets Authority (FSMA) and precise fund documentation. Legal counsel drafts the prospectus, governance rules, and licensing processes.
• Restructuring a real estate or project portfolio through intermediate entities. Structuring choices affect VAT, transfer taxes, and fiduciary duties. A lawyer aligns each layer with Belgian tax rules and reporting obligations.
• Ensuring ongoing governance compliance for a growing joint venture. The CSA sets board duties, shareholder rights, and annual filings. A lawyer helps implement proper governance frameworks and meeting protocols.

Local Laws Overview

The core framework for investment and business structuring in Belgium rests on several named laws and regulatory regimes. The primary corporate law code is the Code des sociétés et des associations (CSA) which governs company formation, governance, and restructurings. This code modernized Belgian corporate law and introduced simplified forms for private and public companies, including provisions for one person entities and cross-border operations.

The Belgian corporate income tax regime is set out in the Income Tax Code (CIR) and associated national tax legislation. It governs corporate profit taxation, depreciation, and tax reliefs applicable to structured investments and group financing. Tax planning within Belgium must align with both the CIR and domestic VAT rules to avoid unintended tax exposure.

The Value Added Tax regime in Belgium is codified under the VAT Code and implemented through the FPS Finance and the tax administration. Structuring transactions often involve VAT considerations on intercompany services, supply of goods, and real estate activities. Compliance requires careful VAT registration, invoicing rules, and invoicing documentation.

Sources: Code des sociétés et des associations (CSA) - Belgian law texts via eJustice; Belgian corporate tax and VAT guidance via FPS Finance

Frequently Asked Questions

What is the Code des sociétés et des associations used for?

The CSA consolidates Belgian company and association law, governing formation, governance, and restructurings. It sets rules for shareholding, board duties, and reporting obligations. Businesses consult lawyers to implement CSA requirements in daily operations.

How do I start a holding company in Belgium for a group?

Begin by choosing the appropriate entity type (for example a BV or NV) and drafting articles of association. Then complete registration with the BCE and obtain necessary tax and regulatory clearances. A corporate lawyer coordinates filings and governance templating.

What is a possible timeline for a Belgian cross-border merger?

Timeline depends on the complexity and jurisdictions involved, but typically ranges from 6 to 12 months for planning, due diligence, and regulatory approvals. Early planning with counsel reduces delays in documentation and filings.

What is the difference between a BV and an NV in Belgium?

A BV is a private company with limited liability suitable for close ownership, while an NV is a public company with broader share transfer rules. The CSA modernized these forms to simplify corporate structures and governance rules.

How much does it cost to hire a Belgian corporate lawyer for structuring?

Costs vary by project scope and firm seniority. Expect initial consultations to range from a few hundred euros to provide a scope, with project fees often billed as fixed sums or hourly rates. A detailed engagement letter helps manage expectations.

Do I need FSMA authorization to form an investment fund in Belgium?

Yes. An investment fund requires FSMA oversight, depending on the fund type and investor base. Lawyers assist with licensing, prospectus drafting, and ongoing regulatory compliance.

Is a one-person BV allowed under Belgian law?

Belgium permits simplified structures that support single owners. A one-person BV offers limited liability with streamlined governance. Counsel can tailor governance documents to reflect lone ownership while meeting CSA requirements.

What is required to register a new Belgian company with the BCE?

Registration typically involves submitting the deed of incorporation, articles of association, proof of address, and director information. The BCE maintains the centralized registry for business entities and is used for tax and compliance purposes.

Can I restructure a Belgian subsidiary without affecting the parent company?

Yes, but it requires careful planning to preserve control and minimize tax impact. A well drafted restructure plan aligns with CSA rules, transfer pricing guidelines, and VAT considerations.

What is the typical timeframe to complete simple corporate changes?

Amendments to articles of association or board changes can often be completed within 4 to 8 weeks, subject to notarization and registration steps. More complex restructurings extend longer due to due diligence and regulator approvals.

Do I need a lawyer to set up a real estate SPV in Belgium?

While not strictly required, a lawyer helps ensure correct entity choice, financing arrangements, and compliance with CSA and tax rules. An SPV is typically used to isolate risk and manage VAT on construction or sale activities.

Additional Resources

• Federal Public Service Finance (FPS Finance) - Official source for corporate tax, VAT, and customs rules for Belgium. https://finances.belgium.be
• Financial Services and Markets Authority (FSMA) - Regulates investment funds, financial markets, and consumer protection in financial services. https://www.fsma.be
• eJustice - Belgian Law and CSA Texts - Official repository of Belgian legislation including the Code des sociétés et des associations. https://www.ejustice.just.fgov.be

Next Steps

1. Define your objective and scope for the structuring project, including entities involved and jurisdictions touched. Create a timeline and budget outline before contacting counsel.
2. Gather key documents from the outset, including draft articles of association, share registers, and corporate organograms. Assemble due diligence materials for fast, accurate review.
3. Research and shortlist Belgian lawyers with demonstrated experience in corporate law, cross-border restructurings, and investment funds. Check recent matters and client references.
4. Schedule initial consultations to discuss objectives, potential structures, and regulatory requirements. Request a transparent fee structure and scope of work.
5. Request a detailed engagement letter outlining deliverables, milestones, and expected timelines. Confirm who will lead the project and key escalation contacts.
6. Review engagement terms, including fixed fees versus hourly rates, and confirm delivery milestones. Sign the engagement and start the project with a clear governance plan.
7. Establish a project governance process with regular updates, risk alerts, and compliance checks. Set up a dedicated point of contact for ongoing guidance.