Limited Liability Company

General Information

The SPRL/BVBA corresponds to certain degrees to private companies known under English law. It is the corporate form most commonly used for small businesses in Belgium, especially since it can be founded by a single person.

Incorporation

Formation by at least two shareholders, unless the sole shareholder is a physical person; nationality irrelevant.
Incorporation requires notarial deed of incorporation followed by entry into companies register. An extract of the act is then published in the Belgian State Gazette. The company comes into legal existence upon filing of the deed of incorporation with the clerk's office of the commercial court.

Duration of incorporation approximately 1 - 3 weeks.

Incorporation costs of at least € 900 (at minimum share capital, including notary fees, publication costs and 0.5 % registration tax on capital).

Capitalisation and Financing

The statutory minimum share capital amounts to € 18,550. At the date of incorporation, at least € 6,200 must be paid up, either in cash or kinds. In addition, each share must be paid up to at least 20 %. Contributions in kind must be fully paid up at the date of incorporation.

Board Structure

A SPRL/BVBA is managed and represented by its managing director(s) (gérant(s)/zaakvoerder(s)) in and out of court. The principle of individual management and representation applies if nothing else is provided for in the articles of incorporation. The managing directors cannot be instructed by shareholders' meeting.

Shareholders' decisions are made by way of shareholders' resolutions at the annual or extraordinary shareholders' meeting.

A supervisory board is not required.

Annual Costs

Approximately € 400 (due to compulsory filing and publication).

Corporate Taxation and Financial Reporting

Companies, having their central management or registered address in Belgium, are liable to pay taxes on their worldwide income that is reported in annual financial statements and includes distributed and non-distributed profits as well as non deductible items. The general corporate tax rate is 33 %.
Annual accounts must be approved by the shareholders' meeting within six months of the end of the business year and filed with the National Bank of Belgium 30 days thereafter. Accounting must generally be done according to Belgian GAAP.

Employee Participation in Corporate Bodies

Belgian commercial law does not provide for employee participation in corporate bodies.