Legal System

Civil law — federal state with three regions (Flemish, Walloon, Brussels-Capital). Codified legal framework based on the Napoleonic tradition; trilingual jurisdiction (Dutch, French, German). EU founding member state.

Principal Arbitration Centre

CEPANI — Belgian Centre for Arbitration and Mediation (Brussels). CEPANI Rules 2020. ICC arbitration also widely seated in Brussels; Belgian Judicial Code governs domestic arbitration procedure.

Corporate Tax

Standard rate 25%. Reduced rate 20% for qualifying SMEs on first €100,000 of profit. VAT standard rate 21%. Notional interest deduction and innovation income deduction available.

Partner Office

Served in coordination with our Brussels partner office across cross-border M&A, EU regulatory matters, Antwerp port logistics and CEPANI arbitration proceedings.

Country Desk Brief

Legal System, Investment, Trade & Regulation

Belgium operates under a civil law system rooted in the Napoleonic tradition, codified across a trilingual federal framework (Dutch, French and German). As a founding member of the European Union and the seat of the European Commission, the Council of the EU, the European Parliament and NATO, Brussels occupies a unique position at the centre of European political, regulatory and institutional life. Belgian commercial law is governed primarily by the new Companies and Associations Code (WVV/CSA), which comprehensively reformed Belgian corporate law from 2019. Mermeroglu Legal advises on market entry, investment structuring, foreign trade and dispute resolution in Belgium, working in coordination with our Brussels partner office.

The principal corporate vehicle for foreign investors is the Besloten Vennootschap / Société à Responsabilité Limitée (BV/SRL) — the Belgian private limited company — reformed under the WVV/CSA to allow incorporation with no minimum share capital requirement and significant flexibility in share class design and governance. The Naamloze Vennootschap / Société Anonyme (NV/SA) is used for publicly listed and larger corporate structures, requiring a minimum capital of €61,500. Branches, European companies (SE) and cooperative societies are also used by international investors.

Belgium imposes no general nationality restrictions on inbound FDI. As an EU member state, EU-level screening under the EU FDI Screening Regulation applies, and Belgium is in the process of implementing national investment screening legislation covering critical infrastructure and sensitive technology. Antwerp — the second-largest port in Europe and the world's leading diamond trading centre — and Brussels Airport make Belgium a primary hub for European goods trade, commodity flows and international logistics.

At a Glance — 2024 / 2025

Investment & Trade Indicators

#2
Largest port in Europe by cargo volume — Port of Antwerp-Bruges, handling over 270 million tonnes of cargo annually
~€450B
Total goods exports in 2024 — driven by chemicals, pharmaceuticals, machinery and refined petroleum products
EU Capital
Brussels hosts the European Commission, Council of the EU, European Parliament and NATO — unmatched access to EU institutions
~80%
Share of Belgian trade within the EU — Germany, Netherlands and France are the three largest bilateral trading partners

Establishment

How to Form a Company

The BV/SRL (Besloten Vennootschap / Société à Responsabilité Limitée) is the standard incorporation vehicle for foreign investors since the 2019 reform — no minimum share capital is required, and the share structure can be customised with multiple classes of shares. Incorporation is effected by a notarial deed before a Belgian notary and the company must be registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises, KBO/BCE). No residency requirement for directors. The NV/SA requires a minimum capital of €61,500 and is used for larger or listed structures.

Foreign ownership: Belgium imposes no general nationality-based restrictions on FDI. The EU FDI Screening Regulation applies to third-country investors in sensitive sectors. Belgium is implementing dedicated national investment screening legislation; in the interim, sector-specific regulators (FSMA, BIPT, CREG) exercise oversight in regulated industries.

Tax incentives: Belgium offers a notional interest deduction (NID) on equity, an innovation income deduction (IID) of up to 85% on qualifying IP income, and an R&D wage withholding tax exemption — making it a competitive jurisdiction for holding companies and IP-intensive businesses.

Typical steps — BV/SRL incorporation

Financial plan & notarial deed
Prepare a financial plan (required by the WVV/CSA) and execute a notarial deed of incorporation before a Belgian notary. The deed includes the articles of association.
KBO/BCE registration
Register the company with the Crossroads Bank for Enterprises. The company receives an enterprise number (BTW/TVA number) which serves as both company and VAT identifier.
Tax & VAT activation
Register for corporate income tax (CIT / vennootschapsbelasting) and activate the VAT number with the Belgian Tax Administration (FPS Finance).
UBO registration
Register ultimate beneficial owners in the Belgian UBO Register (managed by FPS Finance) as required under the Anti-Money Laundering legislation.
Sector licences (if required)
Obtain FSMA or NBB authorisation for financial services activities, or sector-specific permits from BIPT (telecoms), CREG (energy) or regional authorities.

Investment Climate

Investment Models & Where Capital is Flowing

Belgium consistently ranks as one of Europe's most open FDI environments. The Belgian Foreign Trade Agency (Flanders Investment & Trade, Wallonia Export-Investment and Brussels Invest & Export) actively support inbound investors at federal and regional levels. Key structural advantages include proximity to EU institutions, the Port of Antwerp-Bruges as a continental logistics hub, a highly skilled multilingual workforce, a generous IP tax regime and competitive R&D incentives. Brussels functions as the regulatory and institutional capital of Europe, making it indispensable for companies seeking EU market access.

  • Pharmaceuticals & life sciences — Belgium is one of Europe's top pharmaceutical exporters; UCB, Solvay and Janssen are headquartered here; Leuven and Ghent host globally recognised biotech clusters.
  • Chemicals & specialty materials — the Antwerp chemical cluster is the largest in Europe; BASF, INEOS, ExxonMobil and Borealis operate major facilities along the Scheldt river.
  • EU affairs & professional services — Brussels hosts the densest concentration of lobbying firms, law firms, EU-affairs consultancies and international associations in Europe.
  • Logistics & port infrastructure — Antwerp-Bruges is the second-largest European port and a critical gateway for chemical, automotive and container trade; logistics real estate around the port attracts consistent cross-border investment.
  • Technology & digital — Belgium has a growing fintech, cybersecurity and data centre sector; Brussels and Ghent are emerging tech hubs with strong university-industry linkages.
  • Energy transition — offshore wind in the Belgian North Sea zone, nuclear energy transition planning and hydrogen infrastructure are active investment themes; Elia Group coordinates major grid and interconnection investment.

Foreign Trade — 2024

Recent Trade & Principal Partners

Belgium is among Europe's most trade-intensive economies, with total goods exports exceeding €450 billion in 2024. A significant share of reported Belgian exports reflects the country's role as a re-export and transit hub — goods entering through Antwerp-Bruges are frequently processed and redistributed across continental Europe. Belgium's own value-added exports are dominated by pharmaceuticals, chemicals, refined petroleum products, machinery and vehicles. The EU single market accounts for approximately 80% of Belgian trade flows, with Germany, the Netherlands and France as the three largest bilateral partners. The United States and China are the most significant non-EU trading relationships.

Top Export Partners (2024)
  • Germany (~18% of goods exports)
  • Netherlands
  • France
  • United Kingdom
  • United States
Top Import Partners (2024)
  • Netherlands
  • Germany
  • France
  • China
  • United States
Principal Export Sectors
  • Pharmaceuticals & vaccines
  • Chemicals & plastics
  • Machinery & equipment
  • Refined petroleum products
  • Vehicles & automotive parts

Regulatory Developments

Notable Legislative Changes

Mandatory from 1 January 2020

Corporate Law Reform — Companies and Associations Code (WVV/CSA)

The most comprehensive reform of Belgian corporate law in a generation. Reduced the number of company forms from 17 to 9; introduced the BV/SRL with no minimum capital requirement and flexible share classes; reformed governance and liability rules; introduced a new legal framework for associations and foundations. All existing Belgian companies were required to adapt their articles of association by 2024.

Enacted 2022–2024 (phased)

Corporate Tax Reform — Summer Agreement & Tax Shift

Belgium has progressively reformed its corporate tax framework, reducing the headline CIT rate to 25% (20% for qualifying SMEs on the first €100,000 of profits) and strengthening the innovation income deduction (IID — up to 85% of qualifying IP income exempt) and the R&D partial wage withholding tax exemption. ATAD 1 and ATAD 2 have been fully implemented.

In force 2 January 2023 (full application)

Restructuring — New Insolvency & Restructuring Framework (Book XX WER/CEL)

Belgium restructured its insolvency law under Book XX of the Economic Law Code (Wetboek Economisch Recht / Code de Droit Économique), consolidating and modernising pre-insolvency judicial reorganisation procedures (PRJ/GRP), including a court-approved reorganisation plan binding on dissenting creditors, aligned with the EU Restructuring Directive.

Ongoing — EU-driven regulatory alignment

Digital & AI — EU AI Act, DORA & NIS2 Directive

As an EU member state and host of EU institutions, Belgium is at the forefront of implementing EU digital regulation — including the EU AI Act (Regulation (EU) 2024/1689), DORA (financial sector, applicable from January 2025) and the NIS2 Directive on network and information security. The FSMA and the National Bank of Belgium (NBB) supervise financial sector compliance; the Belgian Data Protection Authority (GBA/APD) enforces GDPR.

Note: energy, financial services and telecoms in Belgium are regulated primarily through sectoral regulators (CREG, FSMA, NBB, BIPT) and evolving EU and federal/ regional regulatory guidance. Project-specific verification against current official sources is recommended.

Resources

Useful Official Links

→ Company Registration — Crossroads Bank for Enterprises (KBO/BCE) → Investment Promotion — Flanders Investment & Trade (FIT) → Public Procurement — e-Notification (federal procurement portal) → Arbitration — CEPANI (Belgian Centre for Arbitration and Mediation) → Official Legislation Portal — Belgian Official Gazette (Belgisch Staatsblad / Moniteur belge)

Our Approach

How Mermeroglu Legal Engages in Belgium

Belgian mandates typically combine BV/SRL or NV/SA structuring under the WVV/CSA, tax optimisation through the innovation income deduction and notional interest deduction, EU regulatory strategy connected to the Brussels institutions, and logistics or trade finance work linked to the Port of Antwerp-Bruges. Our practice is structured to coordinate across those systems through a single point of accountability, working in close coordination with our Brussels partner office.

Each mandate is led by a single matter principal at the firm, supported by an internal team and local counsel — covering company formation, EU regulatory compliance, tax structuring, financing, foreign trade, M&A and dispute resolution before CEPANI and the Belgian commercial courts.

INITIAL ENQUIRIES

Market entry and cross-border matters in Belgium are handled through coordinated internal and alliance teams.

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