Set Up a Belgian Subsidiary for a French Company

Grow your French group with an autonomous Belgian subsidiary

Set Up a Belgian Subsidiary for a French Company

We are J. Jordens, and we regularly support French groups wishing to grow their presence in Belgium by setting up a subsidiary. This solution differs significantly from a branch and deserves to be well understood before committing.

Subsidiary or branch: a structuring difference

Unlike a branch, which remains legally dependent on the parent company, the Belgian subsidiary is a full-fledged company under Belgian law, with its own legal personality. Your French company then becomes a shareholder or partner of this new Belgian company, but the subsidiary's liability remains, in principle, limited to its own assets.

Why French groups often choose this option

• Liability separation: Belgian risks do not directly commit the assets of the French parent company.
• Local credibility: a full-fledged Belgian company often inspires more trust among local clients and partners.
• Governance flexibility: the possibility of appointing local management distinct from that of the French company.
• Own taxation: the subsidiary is taxed in Belgium according to its own results, independently of the parent company.

Capital contribution by the parent company

The subsidiary is generally set up through a contribution in cash or in kind made by the French parent company, which thereby becomes the sole (or majority) shareholder or partner of the new Belgian structure. This arrangement can be accompanied by a group agreement governing the relationship between the two entities, notably regarding intra-group invoicing or management fees.

The formation steps

The procedure follows the standard steps of setting up a Belgian company: drafting the articles of association, appointing a management body, all mandatory registrations, VAT activation and UBO declaration. The particularity lies mainly in the need to provide the French parent company's documents (Kbis extract, articles of association, decision of the competent body authorizing the creation of the subsidiary).

The tax question between France and Belgium

The Belgian subsidiary is subject to Belgian corporate tax (ISOC) on its own profits. Flows between the subsidiary and the parent company (dividends in particular) are governed by the Franco-Belgian tax treaty, which provides mechanisms avoiding double taxation, under certain conditions of shareholding.

Our support for French groups

Since 1948 and with more than 30,000 companies formed, our firm is experienced in supporting foreign groups in structuring their Belgian establishment. We coordinate the entire file, including exchanges with your French advisors where necessary.

Day-to-day governance of the subsidiary

We often recommend appointing a local manager or trusted representative for the day-to-day management of the Belgian subsidiary, even when strategic decisions remain taken by the French parent company. This organization facilitates relationships with Belgian partners while retaining full control by the French group over its subsidiary.

Consolidated accounting documentation

Depending on the size of your group, setting up a Belgian subsidiary can have implications for accounting consolidation at the French group level. We recommend involving your French accountant from the structuring phase, so the Belgian subsidiary's accounts properly integrate into your consolidated reporting obligations, where applicable.

Properly structuring your Belgian subsidiary from the outset, with clearly defined articles of association and governance, greatly facilitates its future development and avoids costly adjustments once the Belgian activity is already well underway.

Does your French company wish to set up a subsidiary in Belgium? Contact us to study together the structuring best suited to your group.