-old-Company: SPRL or SA?

Company Formation in Belgium:

In case it is decided to set up a company, the following issue is deciding the appropriate company-type. A variety of company forms exists in Belgium, some with limited some with unlimited liability, sometimes even combined where certain (passive) shareholders are protected by limited liability whereas (active) shareholders need to keep unlimited liability in mind. In general one can say that unlimited companies need more time to incorporate as

  • the intervention of a notary public registrar is mandatory
  • there are more capital and resulting this more banking formalities involved.

Hereafter two different types on limited liability companies

There are two main levels of companies: BVBA/SPRL (limited company) and NV/SA (public liability company).

A BVBA (NL) /SPRL (FR) needs at least one shareholder (if physical person). If the sole shareholder is a corporation, the limited responsibility is no longer existing. One manager suffices. The shareholder(s) and the manager(s) are not obliged to be residents in Belgium. A NV/SA needs at least two shareholders and three directors, albeit two directors are enough in case there are only two shareholders.

The BVBA/SPRL capital amounts EUR 18,550 of which at least EUR 6,200 must be paid in upon constitution. In case of incorporation by one shareholder or when only one shareholder remains, the paid in capital should at least be EUR 12,400. The NV/SA capital of EUR 61,500 is to be fully subscribed. Above EUR 61,500, a 25% minimum of subscribed capital has to be paid at the time of the formation of the company (with a minimum of EUR 61,500). The shareholders always remain liable for any unpaid capital.

Accounting obligations are very similar for both company forms: full audited accounts prepared. Annually, the company has to deposit its yearly accounts (balance sheet, profit and loss account and notes) to the National Bank. Depending on the size of the annual accounts, the annual report of the director(s) and the report of the statutory auditor is also to be deposited (if one was appointed).

Payment of statutory capital

The future shareholder(s) must lodge funds in a Belgian bank account especially opened in the name of the company being formed. The financial institution will issue a certificate to be handed to the notary for appending to the memorandum and articles of association. Funds can be freed in only two ways:

Contribution in cash: 

  • once the company has been formed: only persons authorised to commit the company may have access to its funds and only after the notary has advised the financial institution that the memorandum and articles of association have been executed,
  • if the company is not formed within three months of the account being opened: the funds will be returned, on request, to those who lodged them.

Contribution in kind: 

  • The company auditor must draw up a report describing and valuing the contributions in kind and the founders must issue a report stating the interest to the company of these contributions and, where applicable, the reasons why they differ from the auditor’s conclusions; the two reports must be lodged with the clerk of the commercial court.