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A guide to creating a Limited Liability Company (LLC) in Belgium

by | May 8, 2023 | Corporate Structuring

Entrepreneurs and international investors setup Limited Liability Company (LLC) in Belgium – Luxembourg

A Société à Responsabilité Limitée (SRL) is a Limited Liability Company (LLC), which is the most commonly encountered legal form in Belgium and suitable for small or medium-sized businesses. The SRL has no minimum capital requirement and can be established by one or more shareholders, whether a natural or legal person, providing a high level of freedom and flexibility. However, the SRL must have an “adequate initial capital”, meaning the capital requirements are not determined a priori by law and are instead tailored to the actual needs of the company’s business activity.

Features of a Belgian Société à Responsabilité Limitée (SRL)

Since the reform of the Companies Code, it is possible to make contributions in kind to an SRL, provided that each contribution in kind is documented in a report by an auditor and justifies the benefits that the contribution presents for the company. The transfer of shares in an SRL is regulated freely by the company’s statutes, so that the SRL can be either a closed or an open company. The SRL offers more freedom with regards to the shares issued. It is now possible to issue different types of shares in an SRL, with multiple or no voting rights, although at least one share must have the right to vote. Shareholders’ rights to profits can also differ. In addition, shareholders of an SRL have the right to withdraw their shares.

Unlike the former SPRL, the SRL is now managed by an administrator rather than a manager.

Creating an SRL in Belgium

To establish an SRL in Belgium, it is necessary to go to a notary to establish an authentic act of incorporation. Similarly, a financial plan for at least two years must be drawn up and kept by the notary (but not published). The financial plan should include sources of funding, a description of the activities, an opening balance sheet, a projected account of results after 12 and 24 months, a budget of projected revenues and expenses for a period of at least two years, and a description of the methods used to estimate the projected turnover and profitability. Additionally, the act of incorporation must be registered with the Belgian Central Enterprise Database (BCE) and published in the Belgian Official Gazette. The notary can accomplish the deposit formalities with the Registry electronically, making the process faster.

Liability of Shareholders and Administrators in an SRL

The SRL is a limited liability company, which means that the responsibility of the associates does not exceed the capital they have contributed to the company. Their personal property is therefore protected from professional creditors’ pursuit. However, the founder’s liability can be sought in case of bankruptcy within three years of the company’s creation, particularly if the financial plan was not drawn up with due care. This may be the case if the SRL was undercapitalized or lacked the resources to operate the business it projected or if its profitability prospects were unrealistic. Regarding the liability of administrators, a maximum amount has been introduced by the Companies Code reform. The exact maximum amount depends on the size of the company: €125,000 for companies with an average annual turnover of less than €350,000, excluding VAT.

Establishing an SRL in Belgium can be a simple and flexible process, and the structure offers several advantages for small or medium-sized businesses. By following the necessary steps and requirements, business owners can benefit from the legal protections and limitations that an SRL provides.

To setup your Belgium company, please contact your Damalion expert now. 

Damalion – Luxembourg

A guide to creating a Limited Liability Company (LLC) in Belgium — SRL/BV in plain words: who can set it up, documents, notary deed, financial plan, UBO register, BCE/KBO, bank & VAT, timelines, and ongoing duties.

For entrepreneurs, holding companies, family offices, private equity, venture-backed startups and international groups • This page explains how the Belgian SRL/BV works and what banks, notaries and administrations usually ask for. Decisions remain with the authorities and providers.

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Overview

The Belgian Limited Liability Company is called SRL/BV (Société à responsabilité limitée / Besloten vennootschap). There is no fixed legal minimum capital. Instead, founders must show adequate financing for the planned activity and prepare a financial plan. Incorporation is by notarial deed, followed by publication and registrations.

After incorporation, the company receives a BCE/KBO number (Crossroads Bank for Enterprises), completes UBO register data, and applies for VAT when required. Annual accounts are filed with the National Bank of Belgium. Corporate tax is generally 25%. The standard VAT rate is 21%.

Documents and data

  • Founders’ IDs, address proofs, and tax residency details.
  • Company name options, registered office, corporate purpose (NACE), shareholding, and governance.
  • Director(s) identification and powers; list of beneficial owners (UBOs) with ownership/control percentages.
  • Financial plan covering at least 2 years (sources of funds, opening balance, 12- and 24-month projections, budget and methodology).
  • Articles/statutes for an SRL/BV and the notarial deed of incorporation.
  • UBO register filing, BCE/KBO number, VAT registration where applicable.
  • Bank account details (BE IBAN) for operations; a bank attest may be requested depending on the file.

SRL/BV at a glance

Topic SRL / BV (LLC) SA / NV (Reference)
Typical use SMEs, holdings, services, venture-backed startups Larger enterprises, listings, broader fundraising
Capital No fixed legal minimum; needs adequate financing + financial plan Higher capital and more formal rules
Governance Flexible; one or more directors Board-centric; stricter formalities
Liability Limited to company assets Limited to company assets

The SRL/BV is governed by the Belgian Companies and Associations Code (CSA/CSA).

How setup usually unfolds

  1. Name and basics. Choose the name, purpose (NACE), registered office, founders and directors.
  2. Financial plan and funds. Prepare the financial plan and make sure the company will be adequately financed; collect proofs.
  3. Statutes and notary. Draft the articles and sign the notarial deed (in person or via power of attorney).
  4. Registrations. Publication in the Official Gazette; obtain the BCE/KBO number; complete the UBO register.
  5. Bank, VAT, operations. Open the bank account (BE IBAN), request VAT if needed, and set payroll/social security where relevant.

Costs and timelines

  • Notary and publication costs; advisory and accounting; bank and payment fees.
  • Timing depends on file completeness and scheduling. Remote steps may be possible; legalizations/apostilles can be required.
  • After year-end, approve and file annual accounts within the legal deadlines.

Frequently asked questions

1) Who can form an SRL/BV?
One or more natural or legal persons, local or foreign. Proper identification and legalization/apostille may be requested depending on documents.
2) Is there a legal minimum capital?
No fixed legal minimum. The company must have adequate financing for its activities, supported by a written financial plan kept by the notary.
3) What does the financial plan include?
Sources of funds, description of activities, opening balance sheet, 12- and 24-month projections, a 2-year budget, and the methods used to estimate turnover and profitability.
4) Is a notary required?
Yes. The SRL/BV is incorporated by notarial deed. The deed is published and registrations follow.
5) What happens after the deed is signed?
Publication in the Official Gazette, issuance of the BCE/KBO number, UBO register completion, and VAT registration if applicable.
6) What is the UBO register timing?
Enter UBO information within one month of incorporation or any change, and confirm the data annually even if unchanged.
7) How are shares structured?
SRL/BV allows different share classes, with multiple or no voting rights (at least one share must carry voting rights). Profit rights can differ.
8) Who manages the company?
One or more directors (administrator(s)). Governance can be tailored in the statutes.
9) What is the liability regime?
Limited to the company’s assets. Founders can be liable in specific cases (e.g., manifestly insufficient initial financing demonstrated by the financial plan).
10) Do I need a Belgian bank account?
For operations, yes. A bank attest can be requested depending on the situation.
11) When is VAT registration needed?
When the company carries out VAT-taxable activities. The standard VAT rate is 21% (with specific reduced rates by law).
12) Which accounting and filing rules apply?
Belgian GAAP. Annual accounts must be approved within 6 months after the financial year end and filed with the National Bank of Belgium within 30 days of approval, and no later than 7 months after year end.
13) What is the corporate income tax rate?
The general corporate income tax rate is 25%. Belgium also applies a reduced rate for qualifying small companies on a first profit tranche subject to statutory conditions.
14) How are dividends taxed to shareholders?
Dividends are usually subject to Belgian withholding tax (commonly 30%) unless reduced/exempt by specific regimes or treaties. Seek tailored tax advice.
15) Can foreign directors be appointed?
Yes, provided identification and any required legalizations are met. Consider tax residence and social security implications.
16) Can the SRL/BV be set up remotely?
Often possible by power of attorney. Banks and notaries can ask for certified/legalized documents.
17) How long does incorporation take?
It depends on document readiness, notary scheduling, publications and registrations. Complete files move faster.
18) Are translations or apostilles needed?
As requested by the notary, bank or administration. Certified translations/apostilles are common for non-local documents.
19) What are the UBO register penalties?
Failure to complete updates within the legal timeframe or to confirm annually can trigger administrative fines under Belgian law.
20) Where are the size tests and accounts formats set?
Belgian law defines micro/small/large thresholds that determine the accounts format and certain obligations. The classification is assessed at company level according to the Code.

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