Company formation in Belgium
Set Up an SRL (BV) in Belgium
One Belgian private limited company: notary, court registry, Moniteur belge and KBO/BCE handled as one file.
- One founder is enough
- No minimum capital, own funds required
- Legal personality on filing
- Proxy route available
The Belgian SRL (BV) in brief
SRL is the French name and BV the Dutch name of one Belgian private limited company: a company without capital whose shareholders commit only their contribution (Art. 5:1 of the Companies and Associations Code). "Belgian LLC" is market usage and inexact. One founder is enough.
We form an SRL for founders and foreign companies, from the name check to the KBO/BCE registration. For the choice between company forms, read our limited liability company service. If you want an existing company instead, see ready made company Belgium.
What we handle
Seven pieces of the formation file, from the name check to the steps after the deed.
Name, activities and seat
We check the name in the KBO public search, set the NACE-BEL activity codes and settle the seat, which fixes the Region and the language of the deed. Need an address? See a registered address in Belgium.
Financial plan and articles
We draft the financial plan from your figures (Art. 5:4) and the articles, including whether to disapply the share-transfer lock-up of Art. 5:63. See the articles of association guide.
Notary and deed
We coordinate the Belgian notary, who executes the deed with the founders present, by proxy or on the notarial platform, and who keeps the financial plan on file.
Filing, publication, registration
The notary files with the enterprise court registry and the Moniteur belge publishes the extract. We coordinate the KBO/BCE registration at an accredited business counter, which issues the enterprise number.
The steps after the deed
We coordinate VAT identification, see registering for Belgian VAT, the UBO filing, affiliation to a social insurance fund, the share register and the mentions required on documents.
The proxy route
Founders who will not travel can sign by proxy in a form the notary accepts (Art. 5:11 CSA). We line the proxy up with the notary, who confirms the form it must take.
Where our role stops
We are not the notary, we promise no bank account or timing, and we give no tax advice or accountancy. For a partnership, see our partnerships service.
How an SRL is formed, step by step
Statutory limits are marked as such. Every other duration is our practice estimate.
Statutory or official limitPractice estimateNo published limit
- Name, activities, seatYou, with us1 to 3 days
- Bank account for cash contributionsYou, with the bankNo published time
- Financial planYou supply the figures, we draft2 to 5 days
- Articles, deed, proxiesDrafts, proxies, contribution in kind2 to 5 days; 3 to 10 days; 1 to 3 weeks more
- Execute the deedThe notary10 working days, 5 for natural persons on the model deed (Art. 2:22/1)
- File and publishThe notary, electronicallyWithin 30 days of the final deed (Art. 2:8 par. 1)
- Register in the KBO/BCEAn accredited business counterSame day
- After registrationYou or usUBO filing within 30 days
Name, activities, seat
You, with us. Practice estimate: 1 to 3 days. Check the name in the KBO public search, choose NACE-BEL codes and fix a Belgian seat address.
Bank account for cash contributions
You, with the bank. No published time. Cash paid up at the deed goes first to a special account with an EEA credit institution (Art. 5:9).
Financial plan
You supply the figures, we draft. Practice estimate: 2 to 5 days. It covers at least two years (Art. 5:4). The notary keeps it, nobody files it.
Articles, deed, proxies
Practice estimates: 2 to 5 days for drafts, 3 to 10 for proxies, 1 to 3 weeks more for a contribution in kind (Arts. 5:7, 5:11). The deed names the first directors: see director services in Belgium.
Execute the deed
The notary. Founders attend, send a proxy or join by videoconference. Statutory limit on the platform route: 10 working days, or 5 for natural-person founders on the model deed (Art. 2:22/1).
File and publish
The notary, electronically. Statutory: 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); the Moniteur belge publishes after.
Register in the KBO/BCE
An accredited business counter. Practice estimate: same day. It sets the enterprise number, the activity codes and the establishment units, and activates the e-Box Enterprise.
After registration
You or us. Identify for VAT before trading, file the UBO within 30 days (statutory), then confirm yearly. Join a social insurance fund, open the share register (Art. 5:24), add the Art. 2:20 mentions.
End to end: about one to two weeks when the account is open and founders can sign remotely. That is a practice estimate, not a statutory limit.
Ready to put your SRL file together?
Tell us who the founders are, what the company will do and where its seat will be.
Documents you will need
- Passport or national ID and proof of address for every founder, director and beneficial owner.
- The intended company name, two alternatives and the intended activities.
- A Belgian seat address.
- The shareholding split and ownership chain, with corporate papers for any company shareholder.
- The figures behind the financial plan.
- Evidence of title and value for any contribution in kind.
- A proxy in the form the notary accepts, if a founder will not attend.
- A bank account with an EEA credit institution in the company's name, for cash contributions.
State and notarial costs
Every line is a state or notarial tariff with its year, from the notarial federation, the Moniteur belge tariff page and the FPS Economy. Our own fee is quoted on request.
| Item | Amount | Basis and year |
|---|---|---|
| Fixed notarial fee (vast ereloon) | EUR 217 | Notarial federation, from 1 January 2024 |
| Notarial flat charge | EUR 298 excl. VAT | Same, from 1 January 2024 |
| Moniteur belge, incorporation, electronic filing | EUR 236.50 excl. VAT | Filings from 1 March 2026 |
| Moniteur belge, incorporation, paper filing | EUR 292.90 excl. VAT | Same tariff page |
| KBO/BCE registration | EUR 111.50 per establishment unit | 2026, indexed each January |
| Billed separately, not quantified | Search costs, publication costs, registration duties, writing duty, VAT | Excluded from the fixed notarial amounts |
| Natural-person founders, standard deed, electronic filing, cash contributions | At least EUR 863 excl. VAT | 217 + 298 + 236.50 + 111.50. The fixed tariff is tied to the standard deed for founders who are natural persons |
| Corporate founder | Moniteur and KBO lines apply; the notary quotes the fee | No fixed notarial tariff is stated here |
State and notarial costs of an SRL on the standard route. Notary page checked on 30 September 2026; Moniteur belge tariff for filings from 1 March 2026; KBO/BCE fee for 2026.
What became of the SPRL and the BVBA
The SPRL was not abolished and needed no conversion. It was renamed by operation of law, and what stayed compulsory was updating the articles (Law of 23 March 2019, Arts. 38, 39, 41).
The Code applies to companies formed from this date (Art. 38). Earliest opt-in date for existing companies.
The SPRL reads as SRL and the BVBA as BV by operation of law (Art. 39 par. 2).
Latest date to bring the articles into line with the Code (Art. 39 par. 1).
| Question | What the statute says | Article |
|---|---|---|
| Was the SPRL abolished? | No. It reads as an SRL from 1 January 2020 or, for an early opt-in, from publication of its amended articles. The BVBA reads as a BV. | Art. 39 par. 2, Art. 41 |
| Must the company convert? | No conversion. Articles are aligned at the first amendment after 1 January 2020, and by 1 January 2024 in every case. | Art. 39 par. 1 |
| What is the sanction for missing the deadline? | Directors are personally and jointly liable for the damage caused. No dissolution and no penal sanction is named. | Art. 39 |
| What became of the old capital? | It became a statutorily unavailable equity account, which still feeds the net-asset test of Art. 5:142. | Art. 39 par. 2 |
| What should a buyer of an older company read? | Its articles, not its name. | Art. 39 |
Source: Law of 23 March 2019 introducing the Code, archived consolidation read on 30 September 2026.
Problems we solve
Five points where a formation file goes wrong, and what the statute says about each.
"No minimum capital" is not "no risk"
Founders are jointly liable if bankruptcy follows within three years and own funds were manifestly insufficient (Art. 5:16, 2). We draft the plan a court would read. See whether a Belgian company needs a minimum share capital.
Cash before the deed
Cash paid up at the deed goes first to a special account with an EEA credit institution (Art. 5:9). No authority publishes a service level for opening it, so we promise no timing. See a bank account for a Belgian company.
The default lock-up on share transfers
A transfer needs no deed, but unless the articles say otherwise Art. 5:63 requires approval by half the shareholders holding three quarters of the shares. We settle that choice in the articles before the deed.
Dividends
Two tests apply before any distribution: net assets must not turn negative (Art. 5:142), and the board must find debts payable for twelve months (Art. 5:143). Directors who manifestly failed the second are liable (Art. 5:144).
Year two
Since 1 September 2026 the fine for directors who fail to file the annual accounts can reach EUR 80,000 (Art. 3:43 par. 1, 1 CSA). 38.97 percent of 2024 filings were late. We keep the National Bank filing calendar.
Want the notary file checked before you book the deed?
Send us the draft plan, articles and proxy requests, and we go through them with you before the deed.
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 name, seat and bank route first, then plan and articles, and give the notary one complete file.
Related services
- Company formsThe Belgian forms of limited liability company side by side.
- An existing companyBuying an existing SRL instead of forming a new one.
- PartnershipsGeneral and limited partnerships in Belgium.
Frequently Asked Questions
Did my SPRL have to be converted into an SRL?
No conversion was required. The SPRL was renamed SRL by operation of law on 1 January 2020 (Art. 39 of the Law of 23 March 2019), and the articles had to be brought into line at the first amendment and by 1 January 2024 at the latest. The sanction is the directors' personal and joint liability for damage, not dissolution.
How much does it cost to set up an SRL in Belgium?
Natural-person founders on the standard deed pay at least EUR 863 excl. VAT in state and notarial lines: EUR 217 fee, EUR 298 flat charge, EUR 236.50 Moniteur belge filing and EUR 111.50 KBO/BCE registration. Search costs, writing duty, registration duties and VAT come on top. Our own fee is quoted on request.
How much share capital does a Belgian SRL need?
None (Art. 5:1 CSA). The founders must still ensure sufficient initial own funds for the planned activity (Art. 5:3), and a financial plan covering at least two years is required (Art. 5:4). The notary keeps the plan on file, and it is the document a court reads if the company fails early.
Can I be personally liable if the company fails?
Yes, in one case. Founders are jointly and severally liable if bankruptcy is declared within three years of legal personality and the initial own funds were manifestly insufficient for two years of planned activity (Art. 5:16, 2 CSA). The financial plan kept by the notary is the evidence, and the notary hands it to the court on request.
Do I need a bank account before I go to the notary?
For cash contributions, yes. Cash paid up at the deed goes first to a special account in the company's name with a credit institution in the EEA, and the proof goes to the notary (Art. 5:9 with Art. 5:8 CSA). No authority publishes a service level for opening it, so we promise no time.
Can a foreigner set up an SRL, and do I need a Belgian director?
Yes. One founder is enough, and Belgian law sets no residency requirement for a director: a director living abroad is deemed to choose the company's seat as domicile (Art. 2:147 CSA). A non-EU founder who will work in Belgium as self-employed faces a separate permit question, covered on the professional card page.
Can I set up an SRL without travelling to Belgium?
Yes. A founder can sign through a proxy in a form the notary accepts (Art. 5:11 CSA), or the deed can run through the notarial platform (Art. 2:22/1). Whether a founder holding a short-stay business visa may sign in person is not settled here, so we give no answer. For a foreign proxy, the notary decides what formality it needs.
How long does it take to set up an SRL?
Only statutory limits are official: 10 working days on the platform route, or 5 where the founders are natural persons using the model deed (Art. 2:22/1), and 30 days to file from the final deed (Art. 2:8 par. 1). Legal personality starts on the day of filing (Art. 2:6 par. 1). Every other duration is a practice estimate.
Can I take a dividend whenever there is cash?
No. Two tests apply before any distribution: net assets must not be or become negative (Art. 5:142), and the board must find that the company can pay its debts for at least twelve months (Art. 5:143). Directors who manifestly failed the second test are liable to the company and third parties (Art. 5:144).
Can I sell my shares freely?
Not by default. The transfer needs no notarial deed and is enforceable through the share-register entry (Arts. 5:61, 5:24). But unless the articles say otherwise, the approval lock-up of Art. 5:63 applies, with exceptions for transfers to a shareholder, a spouse or legal cohabitant, and a direct-line relative.
What does SRL stand for in Belgium, and is it the same as a BV?
SRL is the French name, société à responsabilité limitée. BV is the Dutch name, besloten vennootschap. They are one legal form (Art. 5:1 CSA), in English a private limited company. Which name a company carries depends on the language of its deed and seat, not on a different form.
Is a Belgian SRL the same as a US LLC?
No. The closest English gloss is private limited company; "Belgian LLC" is market usage and inexact. The SRL is a separate taxable person for Belgian corporate income tax: 25 percent, with 20 percent on the first EUR 100,000 for small companies that meet the conditions of Art. 215 par. 3 CIR 92.
What must appear on invoices and the website of a Belgian SRL?
Name, legal form, seat address, enterprise number, RPM/RPR and the court must appear on every document and on the website (Art. 2:20 CSA). A person acting on a non-compliant document may be held liable for the commitments in it (Art. 2:22). We add these mentions to the post-formation checklist.
What are the new rules for a Belgian SRL in 2026?
Two changes touch the SRL. The Moniteur belge incorporation tariff of EUR 236.50 excl. VAT applies to filings from 1 March 2026. Since 1 September 2026 the fine for directors who fail to file the annual accounts can reach EUR 80,000, a level 1 penalty (Art. 3:43 par. 1, 1 CSA).
What happens in year two if the annual accounts are late?
Accounts go to the National Bank within 30 days of approval and at the latest seven months after the year end (Art. 3:10 CSA). Since 1 September 2026 directors who breach this face a fine that can reach EUR 80,000, and the company is civilly liable. The 2026 late-filing surcharge runs from EUR 151 to 1,510.
Start your SRL formation file
Send us the founders, the activity and the seat, and we start the formation file.