Commercial Lawyers in Belgium

The Belgian legal system

Belgium offers good conveniences for businesses, not only due to its central location in Europe, but also by being the headquarter of trading and European decision – making. With neighbours like The Netherlands, Germany, France and Luxembourg (and the United Kingdom across the North Sea), a stable economy and one of the highest living standards in Europe, Belgium is one attractive country for foreign investors.

A major partner with an important role for the international business, Belgium has excellent connections with the countries from the Far East and with USA. The country’s economy is getting stronger and the commercial laws in Belgium are constantly updated in order to make this country attractive for foreign investors.  Our commercial lawyers in Belgium can assist you. 

Commercial Law in Belgium – merger and demerger rules

In order to reduce the administrative load related to reporting and documentation obligations of public limited liability companies in cases of mergers and demergers, the EU adopted Directive 2009/109/EC in September 2009.

As a result, starting from January 2012, there are new specifications in the commercial Belgian laws about documentation and reporting requirements regarding the mergers and demergers of the companies. According to the new legal specifications, in the case of a merger or demerger, the company can communicate the proposal by publishing the notice containing a hyperlink to the company’s website.

The new law stipulates that, by simply posting on the firm’s website, the merger or demerger documents are, from that moment on, available to shareholders. These measures help reduce bureaucracy and paperwork and also simplifies  the merger and demerger process.

Corporate taxes in Belgium

A law applicable from January 2006 improved the legal specifications concerning the capital contribution tax, by abolishing the 0,5% registration duty on capital contributions.

Under the Income Tax Code 1992, the standard corporate income tax rate is 25% (since tax year 2021), with a reduced 20% rate on the first EUR 100,000 for qualifying SMEs; the progressive rates below are historical and no longer apply:

• 24,25% for taxable income less than 25.000 euro;
• 31% for taxable income from 25.000 to 90.000 euro;
• 34,5% for taxable income from 90.000 to 322.500 euro;
• 33% for a taxable income of 322.500 and up.

Until tax year 2020 there was a temporary crisis surcharge (3%, later 2%), now abolished, in addition to the corporate income tax. But capital losses are deductible, with one exception – capital losses on shares. The capital gains are subject to taxation with one exception – capital gains on shares, which are exempt only if the participation conditions are met (at least 10% or EUR 2.5 million acquisition value, held for at least one year, subject-to-tax condition); otherwise they are taxed at 25%. Our commercial lawyers in Belgium can give you more details on this matter.

Withholding taxes  in Belgium

Generally, in Belgium, dividends on a company are subject to a withholding tax of 30%. According to the European Community Parent-Subsidiary Directive, no withholding tax is due on dividends paid to a company established in Belgium (or in another EU member state) which owns 10% of the shares for at least one year period.

Regarding branch profits no tax is withheld, but interest payments and royalties (incomes, renting or concession of movable goods) are in general subject to a withholding tax of 30%.

You can obtain detailed information about  Commercial Law in Belgium, Company Law in Belgium or Double Taxation Treaties in Belgium  by contacting our commercial  lawyers in Belgium.