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3.4. Potential Loss of Tax Residence Status by Domestic Entities

For corporate law purposes, Belgium is a country adhering to the real seat doctrine. Consequently, in assessing the applicable corporate law, Belgian courts will look at the place of effective management and control (POEM) to determine the corporate residence status. In this interpretation, the registered office (seat as stated in the articles of association) is only relevant insofar as it coincides with the POEM. If not, only the POEM is taken into account. In other words, a fictitious seat is not taken into account: the court will determine in each case whether the impression created by the registered office corresponds to the POEM. There is a presumption that the real seat is based at the registered office, but this presumption is rebuttable. A company with a Belgian registered address will only be seen as a Belgian company if the POEM is effectively located within Belgium. Otherwise, the company will lose its corporate residence status.

Moving the POEM from Belgium to abroad does not entail the automatic liquidation of the company. Provided that the decision to move the seat is validly taken, a Belgian company can move its corporate seat or principal place of management and control (POEM) from Belgium to abroad without being liquidated. It is also important that under the law of the jurisdiction to which the principal seat is moved, the continuation of the legal personality of the company is accepted. If this is not the case, the company will need to be incorporated again and this will also mean that from a Belgian perspective, the company is deemed to be liquidated.