LUNCH DEBATE : 12 NOVEMBER 2026

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Subject: Structuring of INPOs: Legal, tax and HR considerations

This session would explore how international associations and related entities can restructure and reorganise themselves to operate more efficiently while managing risk across multiple jurisdictions. With a particular focus on the opportunities offered by conversions, cross‑border mergers, demergers and other corporate reorganisation tools, we would examine how groups can rationalise legacy structures that have grown organically over time and may no longer reflect operational reality or best practice. 

We would begin with governance set‑ups and group configurations, examining the choice of legal form—separate legal persons, branches or representative offices—and the implications for liability, decision‑making and regulatory compliance. We would pay particular attention to the mechanisms available under Belgian and European law for converting one legal form into another (e.g., converting an AISBL into another not‑for‑profit form), merging entities to eliminate redundant legal persons, or splitting an entity through a demerger where distinct activities warrant separate vehicles. We would also address the procedural steps, approvals, creditor‑protection rules and registration formalities involved, as well as the design of clear inter‑entity agreements and governance frameworks for the restructured group.

From a direct tax perspective, we would analyse the legal entity/corporate tax consequences of restructuring operations — both in the hand of the restructured entities and their shareholders (if any). We will also discuss about the tax regime applicable to the non profit entities and the risk to be transferred from corporate tax to legal entity tax.

On the indirect tax side, we would examine the VAT consequences of asset and activity transfers—including the potential application of "transfer of a going concern" (TOGC) treatment—VAT grouping possibilities, cost‑sharing arrangements, and the conditions under which services between affiliated not‑for‑profit entities may or may not benefit from VAT exemptions.

The HR and people segment would cover the employment law and social security implications of cross‑border staff deployment, including posted workers requirements and A1 certificate obligations. We will delve into the most appropriate hiring structures, taking into account both compliance and cost optimisation. Further, we would cover the risk of creating an unintended employer presence or permanent establishment through mobile employees or local hires.

Finally, we would spotlight risk areas we frequently encounter in practice—such as inadvertent "consortium" characterisations, unclear delineations of roles and services leading to disputes with tax authorities, and governance documentation that has not kept pace with operational reality.