The Country Manager role is often presented from its strategic and commercial angle, but it also involves precise legal dimensions that many companies underestimate at the time of recruitment. In Belgium, depending on the legal framework within which the subsidiary is established, the Country Manager may be vested with legal responsibilities that extend far beyond the scope of a simple Sales Director role. Identifying these responsibilities before recruiting is essential: they influence the profile to seek, the contract to draft and the level of seniority required.
| IN BRIEF: The Country Manager may simultaneously be commercial manager, team manager and legal representative depending on the legal structure chosen.Belgian law (Code of Companies and Associations, CSA) precisely defines the responsibilities of directors, including for foreign subsidiaries operating in Belgium.Commercial responsibilities cover revenue development, partnership management, team structuring and reporting to headquarters.The drafting of the employment contract and the definition of the corporate mandate must be carried out with the support of a lawyer specialised in Belgian law. |
Legal framework: what structure for the Belgian subsidiary?
Before defining the Country Manager’s responsibilities, the company establishing itself in Belgium must choose the legal structure of its local presence. This choice directly determines the nature and extent of the responsibilities that will be assigned to the Country Manager.
The branch (or permanent establishment) is an extension of the foreign parent company in Belgium. It has no separate legal personality. The branch manager acts on behalf of the foreign company. The Belgian Code of Companies and Associations explicitly provides that persons responsible for managing a Belgian branch of a foreign company are subject to the same responsibilities towards third parties as if they were managing a Belgian company.
The subsidiary (SRL or SA) is a separate legal entity, incorporated under Belgian law. It has its own legal personality, its own management body and its own legal obligations. The Country Manager may be appointed managing director or CEO, with the civil and criminal responsibilities that this entails.
This choice of structure is not insignificant for recruitment: a Country Manager who accepts a director’s mandate personally assumes liability under the conditions provided by the CSA. It is therefore important to inform them clearly before signing the contract and to verify that their coverage under directors’ and officers’ liability insurance (D&O insurance) is properly provided by the company.
The Country Manager’s legal responsibilities
Archetype is a family business. Marc Diamant founded the firm in 1993. His sons Davy and Steve joined in late 2023. This continuity is not anecdotal: it is what enables us to maintain client relationships over 20 years without disruption in method, without turnover that erases case history, without changing direction every three years to follow the latest HR trend. Stability, in a profession based on trust, matters.
Civil liability as a director
The Belgian Code of Companies and Associations (CSA), in force since 1 January 2020, unifies the liability regime for directors regardless of the legal form of the company (SA, SRL, SC). Under Article 2:56 of the CSA, directors are jointly liable, both to the company and to third parties, for any damage resulting from violations of the code’s provisions or the articles of association.
The CSA introduces a cap on directors’ liability, calculated according to the size of the company. However, this cap does not apply in cases of serious faults, habitual minor faults, fraudulent intent or breaches of tax and social obligations (non-payment of ONSS contributions, VAT or payroll tax). In practice, these exclusions cover a large portion of actual risk situations.
Tax and social obligations
The Country Manager, when holding signatory authority and effective management delegation, may incur personal liability in the event of non-payment of social security contributions (ONSS) or VAT. This joint and several liability for tax and social debts is explicitly excluded from the cap provided by the CSA.
This is a legal reality that many Country Managers are unaware of when taking up their position. The implementation of rigorous internal procedures for payment validation and rigorous monthly accounting monitoring are essential practices from the creation of the subsidiary.
Criminal liability
In the event of bankruptcy of the Belgian subsidiary, the Country Manager may face criminal liability if serious management faults or fraudulent manoeuvres leading to bankruptcy are attributed to them. It is advisable to include a contractual indemnification clause by the parent company in the event of legal action against the Country Manager in the legitimate exercise of their duties.
| EXPERT VIEW: A point that foreign companies systematically overlook when establishing themselves in Belgium: the appointment of the Country Manager as legal representative of the branch or as director of the subsidiary must be officially filed with the registry of the competent enterprise court, with publication in the Belgian Official Gazette. Until this filing is completed, acts performed by the Country Manager on behalf of the company may be contested by third parties. This administrative formality, simple in appearance, is too often handled with delay. |
Commercial and operational responsibilities
Beyond the legal framework, a Country Manager’s commercial responsibilities cover a broad scope, which varies according to the size of the subsidiary and the sector of activity, but whose main elements are constant.
Go-to-market strategy: the Country Manager defines or adapts the commercial strategy to the Belgian market. They analyse the competition, identify priority segments, choose appropriate distribution channels and calibrate pricing policy.
Commercial development: during the launch phase, they prospect personally and open the first client accounts. During the growth phase, they supervise a sales team and manage performance indicators.
Partnership management: in Belgium, commercial partnerships (distributors, resellers, integrators, prescribers) often play a key role in developing a new brand. The Country Manager negotiates and manages these relationships.
Team management: they recruit, manage and evaluate the employees of the Belgian subsidiary, in compliance with Belgian labour law (collective agreements, dismissal procedures, employee consultation obligations).
Reporting to headquarters: they are the main contact between the Belgian subsidiary and the parent company, responsible for translating local realities into data understandable for headquarters and for securing the resources necessary for development.
The precise definition of these responsibilities in the employment contract and the mission letter is an essential step. Engaging a firm specialised in Country Manager recruitment also enables you to benefit from precise framing of expected responsibilities and job evaluation criteria.
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