Company formation in Belgium
General Partnership in Belgium: Set Up an SNC or an SComm
A Belgian general or limited partnership (VOF or CommV) formed by private deed, with filing, Moniteur belge and KBO/BCE handled as one file.
- Two partners, private deed, no notary
- No minimum capital
- Filing within 30 days, legal personality from the day of filing
- SNC partners are liable without limit
Belgian partnership forms in brief
An SNC (société en nom collectif, Dutch VOF) is a general partnership. An SComm (société en commandite, Dutch CommV) is a limited partnership. Both have legal personality. The société simple (maatschap) has none, yet the federal portal labels it "ordinary limited partnership", so that phrase can lead to either page. The cooperative (CV/SC) comes second.
We form these partnerships for founders and foreign companies. Liability is the point to settle first, and the Belgian limited liability forms are the other branch of the choice. The SRL and the SA are different forms, handled on their own pages.
What we handle
Seven pieces of the partnership file, from the liability check to the steps after registration.
Liability and roles
We test the structure against the Code before anything is drafted: who is liable for what (Arts. 4:22, 4:14), who may manage, and the effect of a legal person as a partner.
Name, activities, seat
We check the name in the public KBO/BCE search and at BOIP, choose the NACE-BEL activity codes, and fix the seat address. A limited partner's name in the firm name costs him his protection.
The private deed
We draft the clauses the defaults leave open: contributions, profit sharing, management powers, transfer of shares, and continuation after a death. The partners sign; no notary is involved.
Filing and registration
We coordinate the filing at the enterprise court registry, the Moniteur belge publication and the KBO/BCE registration through an accredited business counter.
The steps after registration
We coordinate VAT identification, the UBO filing within 30 days, the social insurance fund of each active partner, and the mandatory mentions on documents and the website (Art. 2:20).
The cooperative
We run the purpose test and the three-founder rule, prepare the financial plan for the notary, and coordinate with the Belgian notary. Recognition is the client's separate application.
Where our role stops
We are not the notary, we give no tax advice or third-party accountancy, and we promise no bank account. A seat is a separate service: a company seat in Brussels.
The partnership forms and the cooperative side by side
The table lists what the Code provides, not which form suits you. The SRL and the SA are handled elsewhere, including the Belgian SA.
Companies and Associations Code, consolidated to 2 April 2026; federal portal and National Bank pages checked on 30 September 2026; CIR 92 text for income 2025.
| Fact | SNC (VOF) | SComm (CommV) | CV/SC (cooperative) |
|---|---|---|---|
| Founders | Two (federal portal) | Two, one general and one limited partner | Three, on pain of nullity (Art. 6:3) |
| Minimum capital | None | None | None; own funds must suffice (Art. 6:4) |
| Liability | All partners, without limit and jointly (Art. 4:22 al. 2) | General partners without limit; limited partners up to their promised contribution, only while they do not manage (Arts. 4:22 al. 3, 4:24, 4:25) | Shareholders commit only their contribution (Art. 6:2) |
| Who manages | The managers (Art. 4:22 al. 4) | The managers; a limited partner may not (Art. 4:25) | Not covered on this page |
| Deed and notary | Private deed, no notary (Art. 2:8) | Private deed, no notary (Art. 2:8) | Authentic deed before a notary (Art. 6:12) |
| Legal personality | Yes, from the day of filing (Art. 2:6) | Yes, from the day of filing (Art. 2:6) | Yes, from the day of filing (Art. 2:6) |
| Annual accounts | Small: exempt. Large: files only if an unlimited partner is a legal person (Art. 3:9, National Bank) | Same as the SNC | Not covered on this page |
| Income tax | Corporate income tax: 25 percent, 20 percent on the first EUR 100,000 where Art. 215 CIR 92 is met | Same as the SNC | Same rate rules; a recognised cooperative is carved out of the Art. 215 al. 3 exclusions |
How a partnership is formed, step by step
Statutory limits are marked as such. Where no official time is published, the step says so.
- Test the liabilityYou, with usNo official time
- Choose partners, roles, name, codesYou, with usNo official time
- Draft the private deedYour adviser, with usNo official time
- Sign the deedAll partners or proxyArt. 2:8 par. 1
- File at the registryThe partnersWithin 30 days of the final deed; legal personality from the day of filing (Arts. 2:8, 2:6)
- Publication and KBO/BCE registrationMoniteur belge, business counterNo official time
- VAT, UBO, social insurance fundYou or usUBO filing within 30 days of incorporation
- Year oneYouAccounts only if required
Test the liability
You, with us. SNC partners answer without limit on their own assets (Arts. 4:22, 4:14); a limited partner is protected only while he does not manage (Art. 4:25). No official time.
Choose partners, roles, name, activity codes
You, with us. At least two founders. Check the name in the public KBO/BCE search and at BOIP. No official time.
Draft the private deed
Your adviser, with us. No notary, no minimum capital, and the federal portal requires no financial plan for these forms. No official time.
Sign the deed
All partners, in person or by a proxy filed with the deed (Art. 2:8 par. 1). We do not say whether an apostille or sworn translation is needed for a foreign proxy.
File at the enterprise court registry
Within 30 days of the final deed (Art. 2:8 par. 1, statutory). Legal personality starts on the day of filing (Art. 2:6 par. 1). We promise nothing about online filing from abroad.
Publication and KBO/BCE registration
The Moniteur belge publishes the extract (Art. 2:14), and an accredited business counter registers the company. No official time is stated for either.
VAT, UBO, social insurance fund
VAT identification before operations begin if the company is subject to VAT, the UBO filing within 30 days of incorporation (statutory), and a fund for each active partner.
Year one
Bookkeeping, accounts filing only if required, the corporate income tax return and the annual company contribution (2025 amounts, year printed).
Ready to put your partnership deed together?
Tell us who the partners are, what the company will do and where its seat will be.
What you supply and what the state charges
- Identity documents and proof of address of every partner and manager.
- For a legal-person partner: an extract of its own register, its articles, and the resolution naming who signs.
- A proxy, where someone signs for a partner.
- The intended name and two alternatives.
- The intended activities.
- A Belgian registered-office address.
- Bank documents, where an account is opened.
- For a non-EEA active partner or manager: the professional card, as a rule, before KBO/BCE registration (Brussels wording; Flanders and Wallonia run their own procedures).
Every line is a state or tariff fact with its year, from the Moniteur belge tariff page, the FPS Economy and the social insurance fund. Our own fee is quoted on request.
State and tariff lines only, no total. Moniteur belge tariff for filings from 1 March 2026, KBO/BCE fee for 2026, company contribution for 2025.
| Item | Amount | Basis and year |
|---|---|---|
| Moniteur belge, incorporation, electronic filing | EUR 236.50 excl. VAT, EUR 286.17 incl. | Filings from 1 March 2026 |
| Moniteur belge, incorporation, paper filing | EUR 292.90 excl. VAT, EUR 354.41 incl. | Same tariff page |
| KBO/BCE registration through an accredited counter | EUR 111.50 per establishment unit | 2026, indexed annually |
| Notarial fee | None for the SNC and SComm; quoted by the notary for the cooperative | No regulated tariff traced |
| Registration duty on the private deed | Not established from any primary source | No total shown as complete |
| Annual company contribution | EUR 399.73, or EUR 998.47 above a balance-sheet total of EUR 858,605.72 | 2025 amounts; a start-up that is not an SA can request three years' exemption |
The cooperative company: when it is still available
Five rules decide whether a cooperative is open to you at all.
The purpose test
The principal aim must be to meet the needs or develop the activities of the shareholders or interested third parties (Art. 6:1 par. 1). The shares may not be listed.
Three founders
At least three persons, on pain of nullity (Art. 6:3). A partnership needs two; a cooperative does not start with fewer than three.
No minimum capital, but a plan
Own funds must suffice for the planned activity (Art. 6:4). A financial plan covering at least two years goes to the notary, who keeps it (Art. 6:5).
Authentic deed and special account
The deed is executed before a Belgian notary. Cash paid up at the deed goes to a special account with an EEA credit institution (Arts. 6:12, 6:10).
Recognition is optional and separate
The Code points to the Law of 3 May 2024; the FPS Economy page still names the 1955 Law and a 1962 decree and an indicative two to three months. We print no fee and no procedure.
Problems we solve
Five questions founders ask before they sign, with what the statute says about each.
Can my limited partner run the business?
No. Art. 4:25 bars any act of management, even under a proxy. If a limited partner habitually manages, or their name is in the firm name, they are liable like a general partner. Advice and supervision are allowed. We check the roles before signing.
Is this limited liability?
In an SNC, no: partners answer without limit and jointly on their own assets (Arts. 4:22, 4:14). In an SComm, only the limited partner is protected, and only while he does not manage. For the form that limits liability, see a private limited company under its Belgian name.
Do we publish accounts?
A small SNC or SComm is exempt from filing with the National Bank (Art. 3:9, 1). A large one files only where an unlimited partner is a legal person; where all are natural persons it is exempt (Art. 3:9, 2). Small means no more than one of 50 employees, EUR 11,250,000 turnover and EUR 6,000,000 balance-sheet total (Art. 1:24).
Can a foreign company or a founder abroad be a partner?
Nothing read in the Code requires a Belgian-resident partner or manager (Art. 2:147). A legal person as partner changes the filing rule for large partnerships and can trigger Art. 4:27. For a holding structure, see holding company Belgium setup. A non-EEA active partner should check the professional card.
What if a partner dies or wants to sell?
By default the company is dissolved on a partner's death (Art. 4:16) and shares cannot be transferred (Art. 4:6). The deed can provide continuation and transfer clauses (Art. 4:18). We put these choices in front of the partners before they sign.
Want the liability and management clauses checked before you sign?
Send us the draft deed and the list of partners, and we go through the liability and management clauses with you.
Why work with us
Lotte Vermeulen leads company formation and company law, and follows each filing through the court registry, the Moniteur belge and the KBO/BCE.
From our practice: we settle liability and roles first, then the deed clauses the defaults leave open, and hand the partners one complete file to sign. We also prepare a Belgian VAT registration where the company needs it.
Related services
- Company formsThe forms that limit liability, side by side.
- An existing companyBuying an existing company instead of forming one.
- The private limited companyForming a BV/SRL.
Frequently Asked Questions
Can a limited partner take part in running a Belgian limited partnership?
No. Art. 4:25 par. 1 CSA bars any act of management by a limited partner, even under a proxy. Advice, supervision and authorising a manager for acts beyond the manager's powers are not management. A limited partner who habitually managed, or whose name is in the firm name, is jointly liable like a general partner for all commitments (par. 2).
Am I personally liable for the debts of a Belgian general partnership?
Yes. In an SNC every partner is liable without limit and jointly (Art. 4:22 al. 2), on their own assets (Art. 4:14 al. 1). Creditors cannot obtain a judgment against the partners before the company is condemned (Art. 4:26 al. 1). Since 22 July 2024 a partner not told of the proceedings can oppose the judgment (Art. 4:26 al. 2).
Do I need a notary to form an SNC or an SComm in Belgium?
No. Both forms are formed by private deed signed by all partners, filed with the enterprise court registry within 30 days of the final deed (Art. 2:8 par. 1); legal personality starts on the day of filing (Art. 2:6 par. 1). Only the cooperative needs a notary (Art. 6:12). The federal portal lists no notary for the two partnership forms.
Can a foreigner or a foreign company be a partner in a Belgian partnership?
Nothing read in the Code requires a Belgian-resident partner or manager; an officer living abroad is deemed to elect domicile at the seat (Art. 2:147). Nothing read excludes a legal person as partner, but it changes the filing rule for large partnerships and can trigger Art. 4:27. A non-EEA active partner should check the professional card of the relevant Region first.
Does a Belgian general partnership have to publish annual accounts?
It depends. A small SNC or SComm is exempt from filing with the National Bank (Art. 3:9, 1). A large one is exempt where all unlimited partners are natural persons (Art. 3:9, 2) and files where at least one unlimited partner is a legal person. Small means not more than one of 50 employees, EUR 11,250,000 turnover, EUR 6,000,000 balance-sheet total (Art. 1:24).
Is a Belgian partnership taxed like a company or like its partners?
Like a company. A partnership with legal personality is a company for income tax and resident ones pay corporate income tax (Arts. 2 and 179 CIR 92): 25 percent, and 20 percent on the first EUR 100,000 where the conditions of Art. 215 are met. Transparency (Art. 29) is for entities without legal personality. The page gives the rule, not advice on a regime.
What happens to an SNC if a partner dies?
By default the company is dissolved on a partner's death, incapacity, liquidation, bankruptcy or insolvency (Art. 4:16 CSA). The deed can provide for continuation with the heirs or among the remaining partners (Art. 4:18). The clause is one of the choices the private deed makes before signing, so it is settled while all partners are alive.
What is the difference between an SNC and an SComm?
Every SNC partner is liable without limit and jointly. An SComm has general partners (unlimited, joint) and limited partners, liable only up to the sums and goods they promised (Art. 4:22 al. 2 and 3, Art. 4:24), provided they do not manage (Art. 4:25). VOF and CommV are the Dutch names of the same two forms.
How much does the state charge to register a partnership in Belgium?
State lines only: Moniteur belge incorporation tariff EUR 236.50 excl. VAT for electronic filing or EUR 292.90 for paper, filings from 1 March 2026; KBO/BCE registration EUR 111.50 per establishment unit, 2026. There is no notarial line for the partnership forms. Registration duty on the private deed is not established, so no total is given. Our fee is quoted on request.
When can I still use a Belgian cooperative company?
Only where the principal aim is to satisfy the needs or develop the activities of the shareholders or interested third parties (Art. 6:1 par. 1), with at least three founders on pain of nullity (Art. 6:3), no listing of the shares (Art. 6:1 par. 2) and an authentic deed (Art. 6:12). There is no minimum capital, but own funds must suffice (Art. 6:4).
What does a recognised cooperative mean, and is recognition compulsory?
Recognition is optional and separate from formation. Art. 8:4 CSA refers to the Law of 3 May 2024; the FPS Economy page still names the Law of 20 July 1955 and the Royal Decree of 8 January 1962 and gives an indicative wait of two to three months. A recognised cooperative is carved out of the exclusions of the reduced rate (Art. 215 al. 3 CIR 92).
What is a general partnership company?
An SNC (VOF): a company with legal personality formed by at least two partners who are all liable without limit and jointly for its commitments (Art. 4:22 al. 2 CSA). It is formed by private deed, with no minimum capital and no notary. It is a company form, not the legal cohabitation partnership of family law.
Can a foreigner start a business in Belgium?
Through these forms, the Code sets no residency requirement for a partner or manager (Art. 2:147). What a non-EEA founder needs to work in Belgium is a separate question: the professional card, which is Region-specific. The page names the Brussels wording and promises no outcome, because Flanders and Wallonia run their own procedures.
What is a BV company in Belgium?
BV is the Dutch name of the SRL, the private limited company, which protects its shareholders with limited liability, unlike the SNC. It is a different form with its own page: a private limited company under its Belgian name is explained and sold on the SRL page, where its capital rule and its default share-transfer lock-up are set out.
What are the new rules in Belgium for 2026?
Kept narrow, for these forms only: the Moniteur belge incorporation tariff of EUR 236.50 excl. VAT (electronic) applies to filings from 1 March 2026, and the KBO/BCE fee is EUR 111.50 per establishment unit in 2026. The annual company contribution amounts printed are those of 2025, because the source still showed that table on 30 September 2026.
Start your partnership formation file
Send us the partners, the activity and the seat, and we start the partnership formation file.