Limited Liability Company

Find out how to set up a limited liability company in Belgium...

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

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)
Prepared using information supplied by ING Bank SA/NV www.ing.be