Ready-Made Shelf Company in Belgium: Buying an Existing SRL/BV

What a Shelf Company in Belgium Is

A shelf company in Belgium is an SRL, the private limited company known as BV in Dutch, that was formed by notarial deed, entered in the Crossroads Bank for Enterprises and then kept without trading until someone buys it. Belgian law has no separate legal form for it: it is an ordinary SRL whose shares are for sale. When you buy a ready-made company in Belgium you form nothing. You take over the shares of a company that already has legal personality, an enterprise number, a date of formation, a deed extract published in the Annexes to the Moniteur belge and articles held in the notaries’ statutes database. Buyers use an off-the-shelf company in Belgium as a trading company, as a holding company, or as the Belgian party to a contract that has to be signed before a new incorporation could be completed.

What Stays with the SRL and What the Buyer Changes

Item	After the share sale
Legal person, enterprise number, date of formation	Unchanged: the same SRL, now owned by you
VAT number	Unchanged if it has been activated; it is the enterprise number with the prefix BE
Articles of association	Unchanged unless you amend them, which takes a general meeting decision and a notarial deed
Register of shares	Your acquisition is entered with its date and signed by seller and buyer
Directors	The general meeting, now you, appoints new ones; the change is filed with the registry of the enterprise court
Seat	The board can move it anywhere in Belgium if the language of the articles need not change; the move is published in the Moniteur belge
Name and object	Changed only by amending the articles before a notary
UBO register	Brought up to date by the directors within one month
Annual accounts already filed	Remain on public record at the National Bank of Belgium
Bank account	Stays with the company if it has one; the bank re-checks the new owners

How Shares in a Belgian SRL Change Hands

Forming an SRL needs a notary, but selling its shares follows other rules. Seller and buyer agree the sale in a share purchase agreement, and the transfer is written into the register of shares that every Belgian company keeps at its seat. That register names each shareholder, the number and class of shares held, the payments made on them and any limits on their transfer, and it records each transfer with its date, signed by the transferor and the transferee. For registered shares, the entry is what proves ownership. Many companies keep the register electronically in eStox, a system run by notaries and accountants that can send the ownership data straight to the UBO register.

Read the transfer clause in the articles before signing. Shares in an SRL are in principle not freely transferable: the articles set whether and on what terms they may change hands, and they may also make them freely transferable. Where one shareholder owns the shelf company and sells every share, there is usually no co-shareholder to consult, but the clause still governs the sale. A notary is needed only when the articles themselves change, for example the name or the object; the notary then publishes the amendment in the Moniteur belge and files the coordinated articles in the statutes database.

Step	What happens	Who acts
1. Checks	KBO record, publications, articles and filed accounts reviewed	Buyer, with the seller’s documents
2. Share purchase agreement	The sale of all the shares is agreed	Seller and buyer
3. Register of shares	Transfer entered, dated and signed by both parties	Seller and buyer; the company keeps the register
4. Directors	Outgoing directors resign, the general meeting appoints new ones	You, as shareholder
5. Registry filing	Resignations and appointments filed with the registry of the enterprise court for publication	The company
6. UBO register	New beneficial owners registered with the FPS Finance	The directors, within one month
7. Enterprise counter and VAT	Activities registered and the number activated for VAT, if not done yet	The company, through an enterprise counter
8. Articles, if wanted	New name or object by notarial deed; new seat by board decision	General meeting and notary, or the board
9. Bank	Review of the new owners, directors and signatories	The bank

Checking a Belgian Shelf Company Before You Buy

Almost everything worth verifying about a Belgian company is public, so the review belongs before the signature rather than after it.

• KBO Public Search. Whether the company is active or stopped, its registered address, legal form, activities and any authorisations.
• Annexes to the Moniteur belge. The deed extract and every published change since, including directors appointed and resigned.
• Statutes database. The current and earlier versions of the articles, with the share transfer clause you will rely on.
• National Bank of Belgium. The accounts filed for each year. A company that has never traded should show exactly that, and a missing year is a warning sign, since each year’s accounts must go to the general meeting within six months and to the National Bank within thirty days after it approves them.
• Register of shares and UBO entry. Not public, so the seller shows them. The UBO register itself opens only to the authorities, to obliged entities and to people with a legitimate interest.

New Directors, the Professional Card and the UBO Register

After the purchase you, as the general meeting, appoint the directors you choose, individuals or companies, wherever they live. If a new director who is not an EEA or Swiss national will actually exercise the mandate in Belgium, a professional card from the Region comes first; someone living abroad whose stays in Belgium total 90 days a year or less does not need one. Within one month of the change, the directors register the new beneficial owners with the FPS Finance: every natural person holding more than 25 per cent of the shares or votes, directly or through other companies, or controlling the company by other means. They keep documents proving the entry and confirm it every year. The mandate carries the duties of any SRL director, including the net asset and liquidity tests before profits are paid out.

Ready-Made Belgian Companies and Bank Accounts

A ready-made SRL may or may not hold a bank account, so ask about each company. Where there is one, it belongs to the company and stays with it when the shares change hands, but the bank then re-runs its due diligence on the new owners, directors and signatories, and it may keep the account, ask for more documents or close it. Where there is none, the company applies once you own it, and it needs an account in its own name either way. The online routes of some major Belgian banks require a Belgian identity card or itsme, so directors without them should ask the bank how they will be identified. Our guide to bank accounts for Belgian companies sets out what the banks publish, including the basic banking service for a company that three banks have refused, and our page on shelf companies with bank accounts explains how pre-banked companies work elsewhere.

Why Buy a Ready-Made SRL in Belgium, and When Not To

The reasons that hold up in Belgium are concrete. The company already has an enterprise number and a date of formation, which matters when a contract, a lease or a counterparty asks for a Belgian company that exists today. None of the incorporation work falls on you: the financial plan, the bank certificate and the deed of formation were dealt with when the company was formed. And as long as you keep its articles, the purchase itself is not a notarial deed. The company still needs adequate means for what you plan to do with it.

A ready-made company brings nothing when none of that applies. By the notaries’ own account, a new SRL is created within days of its deed. A never-traded company has no turnover, no customers and no credit history, and its filed accounts say so. Its age does not spare you the bank’s review, the professional card rule or the UBO filing, and a new name or object still means a deed before a notary. If you would rather have articles drafted around your business from the start, our page on company formation in Belgium sets out the route.

Our part in a Belgian purchase: we can supply a ready-made SRL/BV or form a new one, prepare the transfer documents and the registry and UBO filings, and help with the bank application. Where we know a bank that suits your business we can introduce you, and that bank alone decides. More on Belgian companies and tax is on our Belgium page.

Frequently Asked Questions about Ready-Made Companies in Belgium

Can I buy a shelf company in Belgium from abroad?

Yes. Belgian company law has no residency or nationality condition for shareholders or directors, so a buyer living abroad can own every share and be the sole director. The sale is recorded in the company’s register of shares, so the purchase itself does not call for an appearance before a Belgian notary. A buyer who is not an EEA or Swiss national and will run the company from inside Belgium needs a professional card first.

Does a ready-made Belgian SRL come with a VAT number?

Only if its enterprise number has already been activated for VAT. In Belgium the VAT number is the enterprise number with the prefix BE, so where it exists it belongs to the company and stays after the sale. A company that has never traded may not have it yet; activation then follows through an enterprise counter once the company starts supplying goods or services. Check the KBO record before you buy.

Is a notary needed to buy a company in Belgium?

Not for the share sale itself. Seller and buyer sign the transfer, it is entered in the register of shares, and new directors are appointed by the general meeting and filed with the registry of the enterprise court. A notary becomes necessary as soon as the articles change: a new name, a new object or other amendments are decided by the general meeting and recorded in a notarial deed, which the notary publishes.

Can I rename a ready-made Belgian company?

Yes. The general meeting can change the name at any time unless the company is in liquidation, and because the name is part of the articles, the change needs a notarial deed and publication. Pick a name that no existing company already uses in a way that could cause confusion, since an earlier user can demand a change and damages. The name must be preceded or followed by the legal form, SRL or BV.

How long does it take to buy a ready-made company in Belgium?

No official period applies to a share sale. The purchase is complete when the agreement is signed and recorded in the register of shares, so its length depends mainly on the checks you run beforehand. The follow-up has its own legal deadline: the UBO register must be updated within one month. Any change to the articles depends on the notary, and any review of an existing bank account depends on the bank.

Who can see who owns a Belgian company?

Not the general public. The register of shares is kept by the company at its seat, and since the Court of Justice ruling of 22 November 2022 the UBO register at the FPS Finance is no longer open to general search: it serves the authorities, obliged entities such as banks running due diligence, and people who prove a legitimate interest. What anyone can see is the KBO record, the published deeds and directors, and the filed accounts.