Foreign companies with a branch in Belgium

Section II. - Foreign companies with a branch in Belgium

Sub-section one. - Formalities of advertising on the occasion of the opening of the branch

Art. 81

Any foreign company under the law of another member state of the European Union based in Belgium and a branch shall file, prior to the opening of the branch, documents and information listed below:

1. the memorandum and articles of association if they are subject to a separate document or the full text of these documents in an editorial update if they were subject to change;
2. the name and form of society;
3. le registre auprès duquel le dossier mentionné à l'article 3 de la directive 68/151/CEE du Conseil du 9 mars 1968 est ouvert pour la société et le numéro d'immatriculation de celle-ci dans ce registre;
4. a document from the register referred to in 3 ° confirming the existence of society;
5. address and details of the activities of the branch, and its name if it differs that of society;
6. the appointment and identity of persons who have authority to bind the company against third parties and legal representation:  
          1. as a company organ constituted pursuant to law or as members of this body
          2. as representatives of the company for the activities of the branch, indicating the credentials of such representatives;
7. annual accounts and consolidated accounts of the company, relating to last year ended, in the form in which these accounts have been audited and published under the law of the Member State which governs the company.

Art. 82

Any company under the laws of a State other than a member state of the European Union based in Belgium and a branch shall file, prior to the opening of its branch, the documents and particulars:

1. address of the branch;
2. list of the activities of the branch;
3. the state law which governs the company;
4. if this law provides, the register in which the corporation is registered and the registration number thereof in the register;
5. a document from the register under 4 ° confirming the existence of society;
6. the memorandum and articles of association if they are the subject of a separate document and any amendments to these documents
7. the form, the seat and the object of the company and at least annually, the amount of subscribed capital whether these particulars are not in 1 ° address of the branch;
8. list of the activities of the branch;
9. the state law which governs the company;
10. if this law provides, the register in which the corporation is registered and the registration number thereof in the register;
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11. a document from the register under 4 ° confirming the existence of society;
12. the memorandum and articles of association if they are the subject of a separate document and any amendments to these documents;
13. the form, the seat and objects of the company and at least annually, the amount of subscribed capital if these indications are not included in the documents referred to 6;
14. the name of the company and the name of the branch if it does not match that of society;
15. the appointment and identity of persons who have authority to bind the company against third parties and legal representation:
       1. as a company organ constituted pursuant to law or as members of such a body;
       2. as permanent representatives of the company for the activities of the branch;
16. the scope of authority of the persons mentioned in paragraph 9 and if they can exercise alone or must act jointly;
17. annual accounts and consolidated accounts of the company related to last year ended, in the form in which these accounts have been audited and published by state law which governs the company.