Company Formation in Belgium: Registering an SRL/BV Step by Step

Company Formation in Belgium Starts with a Notarial Deed

Company formation in Belgium, or company incorporation in Belgium, follows a route the law fixes. The SRL (société à responsabilité limitée), called BV (besloten vennootschap) in Dutch, the SA/NV and the cooperative SC/CV can only be formed by an authentic deed passed before a Belgian notary, who files it with the registry of the enterprise court. That filing gives the company legal personality; the enterprise number then comes from the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises, BCE, or Kruispuntbank van Ondernemingen, KBO), and an extract of the deed is published in the Annexes to the Moniteur belge. Founders asking about an LLC in Belgium are looking for the SRL/BV, the private limited company most small and medium-sized businesses use, so SRL incorporation is what this page walks through.

SRL/BV, SA/NV, SC/CV or a Branch: Choosing the Belgian Legal Form

Since the Code of Companies and Associations took effect on 1 May 2019, Belgium has three limited liability company forms, and the SRL/BV succeeded the older SPRL/BVBA. A foreign company can also work through a branch.

Point	SRL/BV	SA/NV	SC/CV	Branch of a foreign company
Separate legal person	Yes	Yes	Yes	No, it is part of the foreign company
Founders	One or more, natural or legal persons	One or more	At least three shareholders	The foreign company
Capital	No minimum; initial equity must suit the planned activity	Minimum capital €61,500, fully paid up at that level	No minimum	None
Financial plan for the notary	Required	Required	Required	Not applicable
Transfer of shares	Restricted unless the articles allow it	Transferable unless the articles restrict it	Not tradable; members join and leave easily	Not applicable
Used by	Most small and medium-sized businesses	Larger companies raising capital	Genuine cooperatives	Foreign companies without a Belgian entity

A branch (succursale, bijkantoor) has no legal personality of its own: it is an extension of the foreign company, run by a person the parent appoints, so the parent stands behind its commitments. Like any enterprise active in Belgium it still needs an enterprise number in the KBO.

No Minimum Capital, but a Financial Plan and Founders’ Liability

An SRL needs no minimum capital, yet it cannot be formed without a contribution: each share is issued against something brought in, which may be cash, assets, know-how or work. The founders must also give the company initial equity sufficient for the activity they plan, and the documents the notary asks for are built around proving it.

• Financial plan. It covers at least the first two financial years: the income and expenses expected and how investment and expenses will be financed. The law sets its format, so a page of figures does not qualify. The founders sign it and hand it to the notary on the day of the deed, and the notary keeps it.
• Founders’ liability. If the company is declared bankrupt within three years of formation and its initial equity was manifestly insufficient for normal activity over two years, the court asks the notary for the plan, and the founders can be held jointly liable for the company’s debts.
• Cash paid in at the deed. It goes into an account opened in the name of the company in formation, and the bank’s certificate is handed to the notary. The money stays blocked until the notary tells the bank that the deed has been passed and filed.
• Contributions in kind. A company auditor (réviseur d’entreprises) values them in a report given to the notary before the deed, and the founders add their own report explaining why the contribution serves the company. Some exceptions apply.

How to Register a Company in Belgium, Step by Step

1. Settle the articles. Name, object, seat and the rules on shares and directors. The name carries the legal form and must not be confused with an existing company, the object has to be described precisely, and the articles state the Region where the seat lies. KBO Public Search shows which names are already in use.
2. Prepare the financial plan and, if cash is paid in at the deed, obtain the bank certificate.
3. Pass the deed. The notary checks the plan and the means brought in, and explains the rights and duties of founders and directors. The deed can be signed at the notary’s office, remotely by videoconference with a Belgian eID or itsme, or by a representative holding a power of attorney.
4. Filing and publication. The notary files the deed with the registry of the enterprise court, usually electronically (e-deposit), and from that filing the company has legal personality. The enterprise number is issued through the KBO, the extract is published in the Annexes to the Moniteur belge, and the articles go into the notaries’ statutes database. The notaries’ federation says that with e-deposit a company is created in a few days.
5. Enterprise counter. The company registers its activities in the KBO through an accredited enterprise counter (guichet d’entreprises, ondernemingsloket), which checks any permit or qualification a regulated activity requires.
6. VAT. A company that regularly supplies goods or services must be identified for VAT. The counter tells the VAT administration to activate the enterprise number, which with the prefix BE becomes the VAT number. A small business below the statutory turnover threshold can opt for the VAT franchise.
7. UBO register. Within one month of formation the directors register the beneficial owners with the FPS Finance.
8. Bank and social security. The company holds an account in its own name and shows the number on its commercial documents. Directors self-employed in Belgium join a social insurance fund, and an employer registers with the ONSS.

Founders and Directors Living Outside Belgium

The Code of Companies and Associations sets no residency or nationality condition for shareholders or directors. One person living abroad can hold every share and be the only director, and a director can also be a company. The rule that catches non-European founders is immigration law: a national of a country outside the EEA and Switzerland who actually carries on a self-employed activity in Belgium, including a paid or unpaid mandate as company director, needs a professional card issued by the Region. People whose main residence stays abroad and who spend no more than 90 days a year in Belgium are exempt.

Directors’ liability for management faults is capped by law according to balance sheet total and turnover, from €125,000 for the smallest companies to €12 million, but not for serious or repeated faults, fraud, or unpaid social security contributions, VAT and payroll withholding tax.

The Belgian Company Register: KBO Number, Moniteur Belge and Statutes

People searching the Belgian company register usually need one of these public sources, and each has its own job.

Source	What it shows
KBO Public Search (BCE/KBO)	Every registered entity, active or stopped, with its enterprise number, name, address, activities (NACE-BEL codes) and authorisations, searchable by any of them
Enterprise number	A 0 or 1 followed by nine digits, written like 0123.321.123; it must appear on deeds, invoices, letters and the website
Annexes to the Moniteur belge	The published extract of the deed and later changes such as new directors, seat transfers and amended articles
Statutes database of the notaries	Every version of the articles passed before a Belgian notary since 1 May 2019, open to anyone online
Central Balance Sheet Office of the National Bank of Belgium	The annual accounts each company files

Corporate Tax, VAT and Dividends for a Belgian SRL

Tax	Rate	How it applies
Corporate income tax	25%	Standard rate on taxable profit
Reduced rate for small and medium-sized companies	20%	On profit up to a threshold of €100,000, for companies that are small under article 1:24 of the Code and meet further conditions, including a minimum remuneration paid to at least one director
VAT	21%, 12%, 6%	Standard rate and two reduced rates
Withholding tax on dividends	30%	Uniform rate; exemption for an EU parent holding at least 10% for an uninterrupted year; lower treaty rates

Belgium has more than 90 tax treaties in force, and the principal purpose test of the OECD Multilateral Instrument ties relief to real activity and management.

After Registration: Books, Accounts and Updates

• Annual accounts. The company keeps complete books, the directors draw up accounts each year, the general meeting approves them within six months of the year end, and they are filed with the National Bank of Belgium within thirty days of approval.
• Distributions. An SRL may pay out profits only if its net assets stay positive and it can still meet the debts falling due over the following twelve months; otherwise the directors are liable and shareholders must repay.
• UBO register. The directors confirm the entry every year and update it within one month of any change, keeping documents that prove it.
• Amending the articles. A new name, a new object or other changes are decided by the general meeting and laid down by a notary, who publishes them and files the coordinated articles.

When an Off-the-Shelf Company in Belgium Is the Better Route

A new SRL is not slow once the deed is signed, so a ready-made company is a choice for particular cases: a contract, a lease or a counterparty that needs a Belgian company with an enterprise number and a formation date already on the register. It also removes the work before the deed, since the financial plan, the bank certificate and the notary appointment belong to an incorporation. How a shelf company in Belgium is transferred, and what to check first, is on our page about ready-made shelf companies in Belgium, and the general mechanics of off-the-shelf companies are explained separately.

Using a Company Formation Agent in Belgium, or Going Direct

Belgian company formation does not require an agent. The law requires a notary for the deed and an enterprise counter for the activity registration, and founders can approach both directly; the notaries also run an online platform for founders with a Belgian eID or itsme. Support matters most around those steps: the financial plan, the draft articles, the bank certificate, powers of attorney for founders abroad, the UBO filing and the first bank application.

That is where we fit. We can form a new SRL/BV or supply a ready-made one, prepare the formation or transfer documents and the registry filings, and help put together the bank application. Where we have a working contact at a suitable bank we can make an introduction; the bank alone decides. More about Belgian companies and tax is on our Belgium overview, and what Belgian banks ask of a new company is covered in our guide to bank accounts for Belgian companies.

Frequently Asked Questions about Company Formation in Belgium

How long does company formation in Belgium take?

No statute fixes a period for the whole process. The notaries’ federation says that once the deed is signed and filed electronically, a company is created in a few days. Most of the time goes into what comes before the deed: the financial plan, the bank certificate for cash contributions, the draft articles and, for founders abroad, the power of attorney. The enterprise counter and VAT activation follow.

Is there a minimum share capital for a Belgian SRL/BV?

No. The Code of Companies and Associations removed the minimum for the SRL/BV, but each share still has to be issued against a contribution, and the founders must give the company enough initial equity for its planned activity. The financial plan is how they show it, and if the company goes bankrupt within three years with manifestly insufficient equity, the founders can be personally liable. The SA/NV keeps a minimum capital of €61,500.

What is a BV company in Belgium?

BV stands for besloten vennootschap, the Dutch name of the Belgian private limited company that is called SRL (société à responsabilité limitée) in French. It is one legal form under two names, and it succeeded the old BVBA/SPRL. Shareholders are liable only up to their contribution, which makes it the Belgian counterpart of an LLC or a private limited company elsewhere.

Can a foreigner register a company in Belgium without living there?

Yes. Belgian company law has no residency or nationality rule for founders, shareholders or directors, and a single non-resident can own and run the SRL. The deed can be signed by a representative under a power of attorney, which the notaries also accept digitally by videoconference from abroad if the founder has a Belgian eID or itsme. A non-EEA national who will actually work in Belgium as a self-employed director needs a professional card.

What is a Belgian company registration number?

It is the enterprise number the Crossroads Bank for Enterprises gives every registered entity: a 0 or 1 followed by nine digits, such as 0123.321.123. It identifies the company to every authority and goes on its deeds, invoices, letters and website. Once activated for VAT, the same digits with the prefix BE form the VAT number. Any Belgian company can be looked up by number, name or address in KBO Public Search.

Do I need a Belgian bank account to form an SRL?

Before the deed, only if cash is paid in at formation: it sits in a blocked account in the name of the company in formation, and the notary needs the bank’s certificate. Once formed, every company must hold an account in its own name, and a company refused by three banks can turn to the basic banking service of the FPS Economy.