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Brussels Local Reference INFOrmation

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Company Structures in Belgium

An explanation of the different types of company structures in Belgium with information on public and limited liability companies, general and limited partnerships, cooperative companies and being self-employed.

Disclaimer: Information contained on this page is only an outline of how to set up a business in Belgium and is not a comprehensive guide. Banks can provide advice on the costs and the legal formalities for setting up a business and advice on general business and financial management. For detailed tax and legal advice, businesses should contact a specialist lawyer or accounting firm.

There are many different forms of company in Belgium and these are outlined below. Each type of company may have civil objectives (for example the liberal professions, such as lawyers, architects, notaries, doctors) or commercial objectives (for example traders or manufacturers). Individuals belonging to the liberal professions should check the special laws governing the profession and, where applicable, its ethical rules to find out which commercial form may be used.

Below find information on the different types of company structures in Belgium. These include:

Public Limited Company
Limited Liability Company
One-person Private Limited Company
Cooperative Company with Limited Liability
Cooperative Company with Unlimited Liability
General Partnership
Limited Partnership
Non-stock Corporation
Charity/Company established for social purposes
Self-employed

The most common forms are limited companies and cooperatives; partnerships and charities are less common.

Public Limited Company (Naamloze Vennootschap/Société Anonyme, NV/SA)

A Public Limited Company must be set up by at least two people who contribute a fixed amount of money or contributions in kind to the business in return for shares in the company. The company may issue anonymous shares, profit share certificates, and dividend rights certificates. Its liability is limited to the amount contributed. This is a form of company often chosen by large businesses.

There must be at least three directors, with a renewable term of office of six months. However, if there are only two founders or shareholders the board may have just two members until the next ordinary general meeting.

Directors can appoint a managing director or manager for the day-to-day running of the company. Directors may represent the company in dealings with third parties.

Directors may resign or be dismissed at any time by the general meeting. The nomination, resignation and dismissal documents for directors must be lodged with the clerk of the commercial court for publication in the Appendices to the Belgian Official Gazette (Moniteur belge/Staatsblatt).

Limited Liability Company (Besloten Vennootschap met Beperkte Aansprakelijkheid /Société Privée à Responsabilité Limitée, BVBA/SPRL)

A Limited Liability Company may be set up by at least two people, who can only give up their interest in the company under strict conditions. The shareholders contribute a fixed amount of money to the business in return for shares in the company and its liability is limited to the amount contributed. The company can issue nominative shares and bonds. Because it is more difficult for founder members to pass on their interest, this form suits SMEs and family businesses.

The minimum amount of capital that must be fully paid is €18,500. The minimum amount of paid-up capital is €6,200. Each share subscribed in cash must be at least one fifth paid up. Shares corresponding to contributions in kind must be paid up immediately and in full.

There must be at least two shareholders. Private and legal persons may be shareholders. A married couple who both invest count as two shareholders, even if they invest in the company from their joint estate.

One or more general managers run the company, whether or not they are shareholders. They are appointed by the shareholders or in the articles of association for an indefinite period. They can only be dismissed for a compelling reason or if the articles of association change. The nomination, resignation and dismissal documents for general managers must be lodged with the clerk of the commercial court for publication in the Appendices to the Belgian Official Gazette (Moniteur belge/Staatsblatt).

One-person Private Limited Company (Eenpersoons Beslotenvennootschap met Beperkte Aansprakelijkheid/Société d'Une Personne à Responsabilité Limitée, EBVBA/SPRLU)

This is a variation on the BVBA/SPRL. It can be set up by just one person and only have one shareholder. As with the BVBA/SPRL, this form suits SMEs or family businesses.

The main differences between this and a BVBA/SPRL are that:

Although the minimum amount of capital is still €18,550, the minimum amount of paid-up capital is €12,400
Only a natural person can be a shareholder (that is, an individual, not a legal entity)

Cooperative Company with Limited Liability (Cooperatieve Vennootschap met Beperkte Aansprakelijkheid /Société Coopérative à Responsabilité Limitée, CVBA/SCRL)

This company may be set up by at least three people. The shareholders contribute a fixed amount of money to the business in return for shares and its liability is limited to the amount contributed. The company can issue nominative shares and debenture loans. Because it is more difficult for founder members to pass on their interest, this form suits SMEs and family businesses.

The minimum amount of capital is:

a fixed part of at least €18,500, fully paid
a variable part, depending on the partners joining or departing

The fixed part of the capital must be at least €6,200 paid up. Each share must be at least one-quarter paid up, even if it represents a contribution that makes up the variable part of the capital. Shares corresponding to contributions in kind must be fully paid up within five years of the date of the company's incorporation.

There must be at least three shareholders. Private and legal persons may be shareholders. A married couple who both invest count as two shareholders, even if they invest in the company from their joint estate.

One or more managing directors run the company, whether partners or not. The shareholders are free to choose the procedures for their appointment and dismissal and the powers and duration of their mandate. These are set out in the articles of association.

Cooperative Company with Unlimited Liability (Cooperatieve Vennootschap met Onbeperkte Aansprakelijkheid/Société Coopérative à Responsabilité Illimitée, CVOA/SCRI)

This is a cooperative company set up by at least three people who have unlimited liability for the company's debts. They contribute an amount of money to the company that is fixed by the company's articles of association – there is no minimum legal requirement. In consideration of their contribution, the partners receive shares in the cooperative, which will always take registered form. The cooperative may similarly finance itself by issuing debenture loans.

The capital is divided into:

A fixed part defined in the articles of association
A variable part that can change as partners leave or join

There are no legal requirements for paying up of capital or of shares or for shares corresponding to contributions in kind.

There must be at least three shareholders. Private and legal persons can be shareholders. A married couple who both invest count as two shareholders, even if they invest in the company from their joint estate.

One or more general managers run the company. The shareholders are free to choose the procedures for their appointment and dismissal and the powers and duration of their mandate. These are set out in the articles of association.

General Partnership (Commanditaire Vennootschap op Aandelen/Société en Nom Collectif, Comm VA/SNC)

This is a form of company with at least two partners. All partners are each indefinitely liable for the partnership's debts. They have trader status if the objects are commercial, and the bankruptcy of the partnership may result in that of the partners.

There are no restrictions on how the partnership is organised in the articles of association, provided that the partners are still liable and that the shares cannot be transferred without limitation (in particular shares cannot take negotiable form).

This type of cooperative partnership is particularly worthwhile for members of the liberal professions, who, for ethical reasons, cannot limit their liability.

Limited Partnership (Gewone Commanditaire Vennootschap/Société en Commandite Simple, Comm V/SCS)

This has two types of partner, who are subject to different legal regimes: general partners, who are jointly liable for the partnership's debts; and limited partners, who are bound only to the extent of the amount of capital they contribute towards the partnership.

The general partners direct and manage the company. The limited partners contribute towards the business financially but do not acquire the status of traders and cannot be involved in the running of the business. Any limited partner who takes on a business role in the company is considered a general partner. This type of company is suitable for people who wish to create a business but who do not have enough capital to start one.

There are two types of limited partnership:

A partnership limited by guarantee, whose status is similar to that of an ordinary limited partnership (apart from the special status of the limited partners). This is essentially a private partnership.
A partnership limited by shares, which functions in the same way as a company limited by shares (subject, among other things, to the same rules and requirements regarding capital).

In the partnership limited by shares, the partners' shares may take bearer form and are therefore freely negotiable. Shares in a partnership limited by guarantee can be transferred only with the consent of all the partners, unless otherwise specified in the articles of association.

Non-stock Corporation (Maatschap/Société de Droit Commun)

This form of company has no legal personality and is therefore transparent for tax purposes. There must be at least two shareholders who are each liable for the company's debts without limitation. They have trader status if the objects are commercial, and the company's bankruptcy may result in that of the shareholders.

Non-stock corporations often have objects relating to civil society. This form is used for operations such as managing a portfolio of property assets, cash asset management and managing a family fortune.

Charity/Company established for social purposes (Vereniging Zonder Winstoogmerk/Association sans But Lucratif, VZW/ASBL)

This type of company may take the form of a general partnership, a partnership limited by guarantee, a partnership limited by shares, a private limited liability company or a cooperative society, but it is not devoted to creating wealth for its shareholders. The articles of association must lay down the objectives to which the company's activities are devoted, and must include certain clauses specifically stating that shareholders will seek only limited financial benefits or no financial benefits at all, and must set out the profit appropriation policy.

Self-employed

A self-employed individual works as a private person. The yearly tax declaration is via the standard personal tax return and profits are taxed at personal income tax rates, which are higher than corporation tax rates. The self-employed person is fully liable for all debts of the business but receives all after-tax profits.

There are no rules for the structure of the business and it requires no start-up capital.

Note: Subject to specific conditions, the director, managing partner, etc., of a company may be both self-employed and an employee of that company. Where this is the case, he is personally responsible for paying his self-employed social security contributions.