Main company types

You have decided that you want to form a company, but which type?

All have a legal personality but have different characteristics in terms of responsibilities, the taxation system, or even the operating principles.

Below is a brief description of the most commonly encountered types of companies.  There are limited companies, private limited liability companies, and cooperative companies.

The public limited company (SA)

A public limited company (société anonyme/naamloze vennootschap) is a company in which at least two shareholders are willing to invest capital. In Belgium, SA/NV status is mainly favoured by large enterprises, although it is also popular with SMEs .

The SA has the benefit of offering a comprehensive distinction between the company and its shareholders. The liability of partners/shareholders is limited to their contribution.

The major disadvantage of this type of company is that it requires an immediate contribution of 61,000 Euros, a sum often not available to young entrepreneurs. A notarial deed must be also be drawn up.

The administrative management of the SA (board of directors, general assembly, etc.) is relatively complex for small structures and the accounting obligations are substantial.

Finally, the simple transferability of the shares may lead to a certain amount of uncertainty in terms of the shareholder's stability.   However, the SA is the company type which is most suitable for certain structures.

The private limited liability company (SPRL)

The SPRL is probably the company best suited to the needs of a starting entrepreneur. It is the only type of company that can be set up by a single individual.  Where the company only has one partner, i.e. the founder, the latter is the only person liable for all commitments incurred. 

The minimum capital required is less than the SA. The capital must be fully subscribed at the time the company is incorporated, to the amount of  €18,550. This means that the partners pledge in writing to make €18,550 available to the company being founded., and its nominative shares are more easily transferred.   Its founders have the same amount of the limited liability.

The SPRL/BVBA is a full legal entity, so the following rules apply:

  • A financial plan must be drawn up.
  • In the case of cash contributions: a special account must be opened in the company’s name during the set-up phase.
  • In the case of contributions in kind: an auditor’s report is required.

A copy of the articles of incorporation must be filed at the registry within 15 days of the final articles of incorporation being drawn up. The registrar then arranges publication in the Belgian Official Gazette.

The SPRLU is a variant of the SPRL which allows the self-employed worker to form a single-person company and thus to distinguish their private assets from those that they allocate to their professional activity.

The SPRL STARTER is another variant of the traditional SPRL, and allows a company to be created with just 1 Euro of capital.   However, you will need more than one Euro to create the company: for one, you will need to pay the notary and the person creating your financial plan.   Also be careful to the image you send to your customers and suppliers!

Cooperative company 

Anyone opting for a cooperative company has the choice between limited liability (SCRL) and unlimited liability (SCRIS). The SCRIS is a flexible legal form which does not require a notarized deed or a minimum amount of capital. The cooperative company must comprise at least three people.

The partners of a SCRIS are jointly and severally responsible for the commitments made by the company.   The SCRL offers, as its name indicates, limited liability, but at the expense of stricter regulations.

The cooperative company (SC/CV) or cooperative company with limited liability (SCRL) is a full legal entity, so the following rules in particular apply:

  • A financial plan must be drawn up.
  • In the case of cash contributions: a special account must be opened in the company’s name during the set-up phase.
  • In the case of contributions in kind: an auditor’s report is required.

All companies must enrol on the register of legal entities kept at the commercial court registry. The registry will assign the company an enterprise number.

The non-profit association (ASBL)

A non-profit organisation consists of at least three people and pursues a non-profit making objective. Unlike a commercial company, the ASBL:

  • does not require a minimum capital;
  • cannot aim to make a profit but can charge membership fees and organise activities in return for payment where these are compatible with its purpose;
  • cannot distribute profits to its members (which does not exclude the ability to be employed by an asbl under certain conditions).

The purpose of the company must be social (social, cultural, sports, political project, etc.). This does not prevent the asbl from, in order to fulfill this objective, generating income through commercial activities. But these activities must always be secondary to the principal objective, which cannot be commercial.

Legal personality is acquired on the date when the articles of association and the deeds relating to the appointment of the directors are filed with the court registry.

ASBLs must register with the Crossroads Bank for Enterprises. They are given an identification number which must be included on all official documents.

The profit made by the asbl must remain within its assets, and the law requires that in case of dissolution of the asbl, all of its assets must be transferred to another asbl with the same social purpose.

Updated 28/07/2017

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