Business
One flexible company code since 2019, with no minimum capital for a BV/SRL
The Code of Companies and Associations, in force from 1 May 2019, cut the number of company forms and made the BV/SRL the default vehicle. Its most striking change was abolishing the fixed minimum capital for that form: instead of depositing a set sum, founders must show in a written financial plan that the company has enough starting assets for its planned activity. The public limited company (NV/SA) still requires EUR 61,500.
Key rules
- A BV/SRL has no minimum capital, but the founders' financial plan must justify sufficient starting assets, and founders are personally liable if it was manifestly inadequate.
- Distributions from a BV/SRL require both a net-asset test and a liquidity test by the governing body.
- Every enterprise must register with the Crossroads Bank for Enterprises and receives a unique enterprise number used as its VAT number.
- Incorporation of a BV/SRL or NV/SA requires a notarial deed; the articles are then published via the Belgian Official Gazette.
Governing law
- Code of Companies and Associations (23 March 2019)In force 1 May 2019; replaced the 1999 Companies Code
- Code of Economic LawMarket practices, competition and consumer protection
- Civil Code, Book 5Obligations and contract, applying to commercial agreements
Penalties and consequences
- Founders' liability where the financial plan did not justify the starting assets
- Directors' liability for distributions made in breach of the net-asset or liquidity test
In practice
The financial plan is not a formality: it is filed with the notary and becomes the reference point if the company fails early, so it should be prepared with an accountant. Enterprise data, including directors and annual accounts, is publicly searchable in the Crossroads Bank register.