Setting up a company
- Number of founders and their capacity
- Cash contribution or contribution in kind?
- The financial plan
- Formalities after the incorporation deed
The constitution of a SA, SPRL, and a SCRL requires the establishment of an authentic deed, and thus the intervention of a notary. The creation of these types of companies will be more costly than the others.
However, this creation cost is offset by the benefits that these types of companies can offer and the added value of the intervention of the notary.
Number of founders and their capacity
Given that a company is in principle a collaboration agreement, it must, in principle, be comprised of at least two people. These may be individuals or legal entities.
As we have mentioned, there is an important exception to this principle of plurality: the SPRL, which can be founded by just one person, becoming a "single-person SPRL". It is the only type of company that can be set up by a single individual
Cash contribution or contribution in kind?
The company's capital is formed by that which the founders inject into it. This contribution may be made in cash or in kind (assets of which the value is evaluated on the basis of economic standards, such as a property or business capital).
The legislator carries out checks to verify the accuracy of the contributions.
In the case of a cash contribution, the contribution amount must be deposited before the incorporation deed in a special account in the name of the company being incorporated.
Proof of this payment - the famous "bank certificate" - will be issued by the bank, and must be submitted to the notary no later than the day of the signing of the incorporation deed.
Without this bank certificate, the notary cannot confirm the incorporation deed.
CONTRIBUTION IN KIND
In case of a contribution in kind, the founders must present two reports to the notary:
- The report prepared by the company auditor, appointed by the founders, who describes and evaluates the contribution.
- The report prepared by the founders, in which the size of the contribution made to the company is described.
The financial plan
It is not enough for a company's starting capital to comply with the minimum requirements set out by law. The company must also have sufficient capital to support the normal running costs of the company.
This is why the legislator requires founders of an SA, an SPRL, and an SCRL to prepare a financial plan in which the share capital in the company being created is described relative to the exercise of the company's activities, over a period of at least two full years.
The founders bear the responsibility for these figures up to three years after the constitution. The financial plan must also be submitted to the notary no later than the day of the signing of the incorporation deed.
This is a confidential document, which is retained by the notary and only can be requested from the latter by the court in case of insolvency.
Formalities after the incorporation deed
To be carried out by the notary
A company only receives a legal personality when the extract from the incorporation deed is filed with the clerk at the commercial court. This filing leads to the registration of the company in the Crossroads Bank for Enterprises (CBE).
Filing with the clerk is carried out by the notary and results in the immediate allocation of a company number for the business concerned. This company number is a unique number comparable to the number from the national register of natural persons.
As soon as the extract from the incorporation deed has been filed and the company has received its legal personality, it can take part as an independent entity in legal-economic relationships and exercise legal acts.
To be actionable for third parties, the extract from the incorporation deed and the attached forms filed by the notary must be published in the annexes of the Belgian Official Gazette. This publication is managed by the clerk.
Thanks to the e-deposit and e-notary tools, your notary will be, in most cases, able to carry out the filing and publication formalities online.
To be carried out by the founders or their representatives
Although the company is already registered with the Crossroads Bank for Enterprises (CBE), , and has received its company number following filing with the clerk of the commercial court, the manager (SPRL), one of the administrators, the daily manager (SA) or the person who is appointed to this task, has to register the company with a Business counter.