Translating Foreign Company Articles for the CBE in Belgium

Do you wish to open a branch in Belgium, register a foreign company with the BCE or carry out a cross-border merger? The translation of your articles of association and constitutive documents is an unavoidable step. This guide explains what is required, by whom and at what moment.

The BCE: the national register of Belgian companies

The Crossroads Bank for Enterprises (BCE) is the official register that centralises all the information relating to legal persons and companies active in Belgium. Any entity - company, association, foundation - that carries out an economic activity in Belgium must be registered there and is assigned a 10-digit company number (format 0XXX.XXX.XXX), which is also its Belgian VAT number.

For a foreign company that wishes to operate in Belgium, the BCE is the mandatory point of passage. Registration is done via an accredited business counter (Unizo, UCM, Eunomia, etc.), which plays the role of intermediary between the company and the BCE. It is not the BCE itself that receives the files directly from the companies.

When must a foreign company translate its articles of association?

Several situations require a foreign company to produce a translation of its constitutive documents in Belgium:

• Opening of a branch: under article 4:25 of the Companies and Associations Code (CSA 2019), any foreign company that opens a branch in Belgium must file its constitutive documents (articles of association) translated into the official language or languages of the region of the branch's seat. This filing is done at the registry of the competent enterprise court, with publication in the Belgian Official Gazette
• Permanent representation: a foreign entity that maintains a permanent establishment or a permanent representation in Belgium (without necessarily constituting a formal branch) may have to produce translated constitutive documents depending on the nature of the activity and the requirements of the tax administration
• Cross-border merger or division: merger operations involving a Belgian company and a foreign company require the translation of the articles of association of the foreign company within the framework of the notarial and publication formalities
• Power of attorney and delegation of powers: any power of attorney given by an organ of the foreign company to a representative in Belgium must be produced in the regional language if it is intended for official acts

The linguistic requirements according to the region of the seat

Belgian company law imposes precise linguistic requirements for officially published and filed documents, depending on the region of the registered office of the branch:

• Seat in Flanders: the documents must be drafted or translated into Dutch for their filing and their publication in the Belgian Official Gazette
• Seat in Wallonia (outside municipalities with facilities): the documents must be in French
• Seat in Brussels-Capital: the documents may be filed in French or Dutch, and are published in both languages in the Belgian Official Gazette

The publication of the extracts in the Belgian Official Gazette (Belgisch Staatsblad) is mandatory for branches. The Belgian Official Gazette publishes the essential information of the branch (name, seat, corporate purpose, representation organs) in the applicable regional language. A Belgian notary is generally involved in the filing procedure for branches, and they will require good-quality translations to authenticate the documents.

Certified translation or sworn translation: what difference?

A frequent confusion sets these two notions against each other, and it is important to clarify it before ordering your translation:

• Certified (or attested) translation: the translator attests on their honour that the translation is faithful to the original. It is carried out by a professional but without a judicial oath. It is often sufficient for internal uses or for the business counter
• Sworn translation: the translator is registered on the official list of the FPS Justice, has taken an oath before a court and affixes their official stamp. It has a legal value recognised by the courts and the administrations

For the BCE and the Belgian Official Gazette, a certified translation is generally sufficient for the documents accompanying the registration file. However, the Belgian notary involved in the procedure may require a sworn translation to authenticate the foreign constitutive documents, in particular when the foreign document must itself be apostilled. In case of doubt, opt for the sworn translation: it is valid in all contexts and avoids any delay.

Also, do not forget the question of the legalisation of foreign documents: if your articles of association were established in a country that is not an EU member, they will need to be furnished with an apostille (if the country is a signatory to the Hague Convention) or be the subject of a consular legalisation before they can be used in Belgium. This step must precede the sworn translation.