Open a SPV Company in Belgium

Just like in other European countries, investors can establish in Belgium a special purpose vehicle (SPV), which is first registered following the regulations for commercial companies operating in this market. However, such entities are incorporated for securitization purposes. Businessmen who want to open a company in Belgium must first analyze the legal requirements referring to the status of a SPV. Those who need assistance with the applicable legislation can address to our team of specialists in company formation in Belgium for in-depth details referring to the SPV. Our agents can also help foreign investors in each step of the incorporation. 

The legal statute of a Belgian SPV company  

A Belgian SPV follows the incorporation procedure available for commercial companies. In Belgium, foreign businessmen can register the SPV under one of the following legal entities: 

• limited liability company;

• limited liability partnership.

Thus, the investors will have to draw the articles of association, a procedure which is performed in front of a public notary in Belgium. 

However, a SPV is established for securitization purposes, which means that the legal statute of the company must be completed following the regulations prescribed under the UCITS Act (undertakings for collective investments in transferable securities). This is applicable in the case of regulated receivables and our company formation representatives in Belgium may provide more details in this sense. 

Securitization in Belgium 

Investors who are interested in Belgian company formation under the form of a SPV must know that securitization is a type of investment tool in which the financial assets are transferred in this type of legal entity in the form of secure transactions. The assets, which can refer to finance loans, mortgages, corporate loans, receivables and royalties, are protected from credit risks. 

Opening a SPV company in Belgium to buy real estate

An SPV in Belgium can also be created to acquire and manage real estate. Please note that in Belgium there is no distinct legal or tax concept of a real estate company. A company whose main assets are real estate is treated like any other ordinary company for tax purposes.

In terms of accounting, SPVs in Belgium are required to depreciate the real estate assets they hold. Because of this depreciation, the SPV’s reported profit will be lower and will limit the distributed profit to shareholders. There are multiple ways shareholders can avoid this situation, such as intragroup loans or changing the legal structure of the SPV. Our Belgian company formation agents can help in this situation.  

It is also worth mentioning that any buyer who purchases the shares of an SPV company in Belgium that owns the real estate also inherits all of the SPV’s assets and any hidden liabilities, such as debts or potential legal issues. Because of this, our specialists in company registration in Belgium highly recommend conducting due diligence.

Taxation of a SPV in Belgium 

Investors who want to invest in company formation in Belgium must also consider the taxation level available in Belgium. In the case of a SPV, the applicable legislation imposes the following taxes: 

• corporate tax rate – applicable at the rate of 25%;

• value added tax, which is not imposed in many situations;

• withholding tax on payments. 

Why open an SPV company in Belgium

An SPV company in Belgium usually focuses on achieving a particular goal, separate from the main activities of the organization that sets it up. For example, an SPV might be established to manage a single asset or project.

One of the main reasons to open an SPV company in Belgium is to isolate financial risks. If the parent company faces financial trouble or bankruptcy, the SPV can continue to operate independently without being affected by the parent company’s issues. Another reason for opening an SPV in Belgium is to handle the purchase or acquisition of an asset. By using an SPV for this purpose, the asset is treated as a separate entity from the parent company.  

SPVs also allow multiple investors to invest in a single project or company. Investors share the risks and the potential financial benefits of the project.

As mentioned above, SPVs are also commonly used in property transactions. If an SPV company is used to buy or sell real estate, the property will be considered a separate entity from the parent company’s other assets.  

SPVs usually exist only for the duration needed to achieve their investment objectives before they are dissolved or repurposed.

Our team can help you open a Belgian company and establish an SPV suitable for your business goals.

Number of companies in Belgium

Our specialists in company formation in Belgium have gathered some interesting statistics about the newly created companies in Belgium, from May 2023 to April 2024:

• Over 42,000 new companies were created, a 3.3% increase in new company formations in Belgiumcompared to the previous period;
• 26,352 new companies were established in the Flanders region;
• 6,098 new companies were founded in the Brussels-Capital region;
• 56% of founders were aged between 25 to 40 years old.

Our services also include VAT registration in Belgiumfor those interested.

Investors who want to receive more details on the procedure to register a SPV company in Belgium are invited to contact our consultants.