Models of foreign companies, associations and foundations

All foreign legal entities must use a standardised cover sheet in Dutch, French or German when making a compulsory filing.

1. Foreign companies

The annual accounts must be drawn up in accordance with the law of the company’s country of origin; therefore, use of the (full or abridged) model for the annual accounts of Belgian companies is not required.

However, the foreign company must use the cover sheet for the full model for the annual accounts of companies (VOL-bv (Dutch) or C-se (French)) when making a mandatory filing. 

Foreign companies and European economic interest groupings governed by foreign law that meet the criteria laid down in Article 1.24 of the Code of Companies and Associations (“small companies”) must use the cover sheet for the abridged model for the annual accounts of companies (VKT-bv (Dutch) or A-se (French)).

Consolidated annual accounts

 NOTE If the foreign company is also required to file consolidated annual accounts, it must do so separately, using the CONSO 1 cover sheet (Dutch - French).

However, if, under the law of its home country, a foreign company may submit its annual accounts together with its consolidated annual accounts as a single file, it may also do so in Belgium. In that case, as stipulated by the legislation on the use of languages, the filing must be made in an official language of Belgium. The choice of cover sheet will depend on the size criteria. The VOL-bv (Dutch) or C-se cover sheet should be used by large companies, and the VKT-bv (Dutch) or A-se (French) cover sheet by small companies.

Social balance sheet

 NOTE A foreign company with a Belgian branch is required to draw up a social balance sheet in accordance with Belgian statutory and regulatory provisions. This balance sheet relates only to employment at its Belgian establishments, which are considered a single entity for this purpose.

The determination of whether an abridged or full version of the social balance sheet must be filed will depend on the size of the branch (calculated on a consolidated basis).

The social balance sheet may be filed together with the annual accounts or separately. However, a social balance sheet cannot be filed together with consolidated annual accounts!

2. Immigrating companies

Arts 14:28 - 14:30 CCA set out the obligations of all companies with legal personality governed by foreign law that wish to transfer their registered office to Belgium (immigration), with the exception of European companies (SE) and European cooperative companies (SCE).

The company, through its management body, should file a statement of assets and liabilities with the National Bank of Belgium reflecting its financial position at the time of conversion. This filing must made within thirty days from the drawing up of the officially recorded instrument of conversion (micro PDF fee)

When filing a statement of assets and liabilities for a immigrating company, we recommend using the models for companies with or without share capital, depending on the entity’s corporate form:

  • Model for the statement of assets and liabilities for companies with share capital (Dutch - French)
  • Model for the statement of assets and liabilities for companies without share capital (Dutch - French)

The company must file with the Central Balance Sheet Office its first annual accounts (after immigration) - relating to the entire financial year (if there has been no amendment to its articles of association regarding the duration of the financial year) - within seven months from the close of the financial year.

In this context, reference is made to CBN/CNC opinion 2020/15 of 30 September 2020, published on the website of the CBN/CNC on 16 December 2020 (Dutch - French).

3. Foreign associations and foundations

Articles 3:50 and 3:54 CCA provide that foreign associations and foundations with a branch in Belgium which, on the closing date of the last financial year, exceed one of the criteria set out in Articles 3:47 §2 and 3:51 §2 CCA, respectively, are required to file their annual accounts with the Central Balance Sheet Office. The annual accounts may be filed in the form in which they have been drawn up, audited and made public in accordance with the law of the country to which the association is subject. The use of a standard model for the annual accounts of associations and foundations is not required.

It should be noted that the filing obligation applies to the foreign association or foundation, thus not to its Belgian branch.

If a foreign association or foundation decides to use a standard model, it must file its annual accounts using:

  • the abridged model for associations and foundations (French - Dutch) if it is considered small (in terms of turnover)
  • the full model for associations and foundations (French - Dutch) if it is considered large (in terms of turnover)

Foreign associations and foundations that opt not to use a standard model are requested to use the S-asbl (French) or S-vzw (Dutch) cover sheet. The reason to be mentioned for the derogation is “association ou fondation étrangère” (French) or “buitenlandse vereniging of stichting” (Dutch).