Branch in Belgium and the UBO register: what the foreign company must do

In brief

A foreign company opening a branch in Belgium is not required to declare its beneficial owners in the Belgian UBO register: the branch has no separate legal personality, and it is the parent company that makes that declaration in its country of incorporation. However, if the foreign company instead creates a Belgian subsidiary (an SRL), that subsidiary is fully subject to the Belgian UBO register from the moment of its incorporation.

Branch or subsidiary: a fundamental distinction

Before addressing the UBO register, we need to establish the basic distinction that many business leaders confuse.

The branch (succursale in French, bijkantoor in Dutch) is a permanent establishment of a foreign company on Belgian territory. It has no separate legal personality: legally, it is the foreign parent company that acts, enters into contracts, and assumes debts. The branch is simply a local anchor point, an additional BCE number, but not a distinct entity.

The subsidiary is a fully-fledged Belgian company — typically an SRL (société à responsabilité limitée / BV), formerly SPRL/BVBA — with its own legal personality, its own capital, its own management bodies. For everything about creating such an entity, see our complete guide to creating an SRL company in Belgium.

This distinction is not academic. It directly determines who must declare what to the UBO register.

Registering a branch at the BCE

The branch of a foreign company must be registered at the Banque-Carrefour des Entreprises (BCE / KBO) via an authorised guichet d'entreprises (ondernemingsloket). The formalities include:

• Publication of the parent company's articles of association and statutes in the Moniteur belge / Belgisch Staatsblad

• Appointment of a legal representative in Belgium (a natural person domiciled or residing in Belgium, authorised to bind the company)

• Communication of the parent company's identification data (foreign legal form, registration number in the country of origin, registered office)

• Obtaining a BCE enterprise number specific to the branch

The guichet d'entreprises transmits the data to the BCE, making the establishment visible and searchable. You can immediately verify the existence and status of any foreign branch in Belgium via the BCE search of Company Belgium — useful before entering into a contract with a partner whose local legal status you do not know precisely.

The UBO register: legal framework and entities concerned

The UBO register (Ultimate Beneficial Owner) is governed by the Act of 18 September 2017 on the prevention of money laundering and terrorist financing, and by the Royal Decree of 30 July 2018 which specifies its modalities. It is administered by the SPF Finances / FOD Financiën (Treasury Administration).

Belgian entities subject to the declaration obligation include in particular:

For a full analysis of UBO obligations applicable to Belgian companies, see our dedicated article on beneficial owners and the Belgian UBO register.

The key rule: the branch is not a Belgian company

This is where many people go wrong. The Belgian branch of a foreign company does not in itself constitute a "Belgian company" within the meaning of the Act of 18 September 2017. It has no legal personality distinct from that of its parent company.

Consequently, the foreign parent company declares its beneficial owners in its own national register — the UBO register of the country where it is incorporated (France, Luxembourg, the Netherlands, etc.). It is not the Belgian register that is directly competent to register the UBOs of this foreign company.

The branch in Belgium is therefore not, as a general rule, required to make its own UBO declaration in the Belgian register.

Important nuance: the regulatory framework evolves, the interpretations of the competent authorities can vary on a case-by-case basis, and certain particular situations (regulated activities, financial sectors, complex structures) may justify specific requirements. It is strongly recommended to consult a professional (lawyer, accountant, statutory auditor) to confirm the exact situation of your structure.

What the branch must nevertheless do

Even if the branch is not directly registered in the Belgian UBO register, it is not exempt from all anti-money-laundering obligations:

• Appointment of an identifiable legal representative in Belgium: this person is personally exposed in case of failure to meet the company's legal obligations in Belgium.

• Compliance with sectoral AML obligations: if the branch carries out an activity subject to specific AML obligations (real estate, finance, legal advice), additional rules apply.

• Availability of UBO information on request: the competent Belgian authorities (CTIF/CFI financial intelligence unit, sectoral inspectors) can request the branch to communicate information on the beneficial owners of the foreign parent company.

For a deeper understanding of the three-level UBO control mechanism, see our article on the UBO cascade and the three steps of the Act of 18 September 2017.

Annual UBO obligations for Belgian companies (subsidiaries)

Conversely, if the foreign company chooses to create a Belgian subsidiary (a Belgian SRL), this subsidiary is fully subject to the Belgian UBO register:

• Initial declaration within one month of incorporation (via the MyMinFin portal of the SPF Finances)

• Annual confirmation that the information is accurate and up to date

• Immediate update in case of change in the shareholding chain or control structure

• Access to the register: basic information is publicly accessible; full information is accessible to authorities and obligated entities

The information to be declared includes: surname, first name, date of birth, nationality, country of residence, nature and extent of the effective interest of each beneficial owner.

Administrative sanctions for non-compliance

Non-compliance with UBO obligations exposes to administrative fines whose amount can vary, depending on the seriousness of the breach, from approximately €250 to €50,000. These fines can be imposed on the company itself and, in certain cases, on its directors personally.

Beyond the fine, a UBO breach can:

• Block access to certain banking services (Belgian banks check the UBO register)

• Flag your structure in business partners' compliance tools

• Engage the liability of the legal representative in Belgium

For an overview of AML compliance in Belgium, our guide on the Act of 18 September 2017 and AML compliance provides a complete panorama of the obligations.

Branch vs subsidiary: the comparative table

Practical recommendation: the SRL subsidiary for a clean Belgian footprint

If your ambition in Belgium goes beyond a light commercial presence, creating an SRL subsidiary presents significant advantages:

Clear UBO footprint: the Belgian SRL declares its UBOs in the Belgian register, which reassures banks, clients and Belgian authorities.

Limited liability: unlike the branch, the subsidiary's debts do not directly engage the parent company.

Commercial readability: a Belgian SRL with a Belgian VAT number is easier to integrate into Belgian clients' purchasing processes.

Access to regional aid: certain grants and investment support in Wallonia, Flanders and Brussels are reserved for entities incorporated in Belgium.

Creating an SRL requires a notarial deed and the drafting of a financial plan. It also implies social obligations for directors (affiliation with a social insurance fund) and accounting obligations. All these steps are detailed in our complete guide to creating an SRL in Belgium.

Company Belgium's AML/KYC module for verifying counterparties

Whether you opt for a branch or a subsidiary, due diligence towards your business partners remains an obligation. The Company Belgium AML/KYC module allows you to:

• Instantly verify a counterparty's BCE status (active, ceased, bankruptcy)

• Consult the establishment and branch links declared at the BCE

• Access public UBO data for registered Belgian companies

• Generate a timestamped and archived due diligence file, compliant with the requirements of the Act of 18 September 2017

These features are particularly useful for obligated entities (notaries, accountants, lawyers, real estate agents) who must document their client verification procedures.

What to remember

The branch of a foreign company in Belgium is an establishment without separate legal personality. As a general rule, it does not declare UBOs in the Belgian register: it is the parent company that does so in its country of origin. A Belgian subsidiary (SRL), on the other hand, is fully subject to the Belgian UBO register from the moment of its incorporation. For any complex situation or case at the boundary of these rules, consultation with a Belgian legal or accounting professional is essential before making a structural decision.