Key takeaways
- The first choice is binary: stay a natural person (sole proprietorship) or create a company endowed with legal personality.
- The SRL is the default form for Belgian SMEs: liability limited to contributions and no legal minimum capital since the 2019 reform.
- The SA requires 61,500 euros fully paid up; the cooperative company (SC) requires at least three founders with no minimum capital.
- The ASBL meets non-profit projects and cannot distribute profits to its members.
Choosing among the legal forms in Belgium is the first structuring decision of a business project, even before the office address or the first client. This choice commits three things over time: your personal liability, your taxation, and your ability to bring in partners or investors. The reform of the Companies and Associations Code (CAC), in force since 2019, reduced the number of available forms and made the SRL the reference company for SMEs. This guide compares the genuinely useful options, from the sole proprietorship to the ASBL, and gives a method to decide according to your profile.
Natural person or company: the first fork
Before comparing SRL, SA or cooperative company, you have to settle a more fundamental question: operate in your own name or create a legal person.
The sole proprietorship (the self-employed natural person) creates no distinct entity. You and your activity form a single set of assets. The start is immediate: registration with the Crossroads Bank for Enterprises (CBE) via an approved enterprise counter, VAT activation, affiliation with a social insurance fund. No notarial deed, no capital, little formalism. The counterpart is heavy: your liability is unlimited, and your profits are taxed under personal income tax, whose progressive rates climb fast.
The company, conversely, creates an autonomous legal person. It has its own assets, contracts in its own name, and in principle limits the partners' liability to their contributions. It falls under corporate income tax. This separation has a cost: notarial deed, financial plan, double-entry accounting and publication obligations in the Moniteur belge.
The legal forms in Belgium in one table
The CAC organises companies around a few main forms. Here are the four most frequent situations for an entrepreneur, compared on the criteria that really weigh in the decision.
| Sole proprietorship | SRL | SA | Cooperative company (SC) | |
|---|---|---|---|---|
| Liability | Unlimited | Limited to contributions | Limited to contributions | Limited to contributions |
| Legal minimum capital | None | None | 61,500 € | None |
| Minimum number of partners | 1 (natural person) | 1 | 1 | 3 |
| Legal personality | ||||
| Notarial deed at incorporation | ||||
| Tax regime of profits | PIT | Corporate tax | Corporate tax | Corporate tax |
Alongside these four forms, the CAC keeps the general partnership (SNC) and the limited partnership (SComm), little used by founders because the partners answer for the debts in an unlimited and joint way (for the general partners). The simple company still exists, without legal personality, mainly to manage assets or organise a family succession. The European forms (European company SE, EEIG) remain reserved for cross-border projects.
SRL legal minimum capital
art. 5:1 CAC, since 2019
SA minimum capital
fully paid up (art. 7:4 CAC)
minimum SC founders
cooperative company
The SRL, default form of most SMEs
The limited-liability company replaced the former SPRL during the 2019 reform. It is today the dominant form for self-employed people who switch to a company and for SMEs.
Its main asset: article 5:1 of the Companies and Associations Code defines it as a company with no minimum capital. The legislator replaced the former floor with a double requirement: sufficient start-up assets in view of the planned activity (art. 5:3 CAC), justified by a financial plan handed to the notary (art. 5:4 CAC). This flexibility does not erase the rigour: if the company goes bankrupt shortly after its incorporation with manifestly insufficient funds, the founders' liability may be engaged.
The SRL also lends itself to customisation. The articles may provide for several categories of shares, modulated voting rights, and organise the management freely. The transfer of shares is in principle subject to the approval of the other partners, unless a statutory clause provides otherwise, which protects the cohesion of the shareholding.
SA and cooperative company: structured capital or collective project
The public limited company (SA) targets larger structures, open to the capital market. It imposes 61,500 euros of capital fully subscribed and paid up from incorporation (art. 7:4 CAC), a real guarantee for third parties. Its shares are in principle freely transferable, which makes it the expected form as soon as a project anticipates fund-raising, multiple shareholders or, eventually, a listing. The CAC offers it three governance models: board of directors, sole director, or dual structure.
The cooperative company (SC) answers a different logic. It brings together at least three founders around a common objective, with liability limited to contributions and no minimum capital. It is the form suited to a genuinely collective project, where you enter and exit more easily and where cooperation prevails over the holding of capital. Beware of choosing it by default: the cooperative obeys a cooperative purpose that the administration may check.
I hesitated between staying self-employed and switching to a company. The day I understood that the SRL separated my private assets from the activity, the choice made itself.
The ASBL, to do business without profit
The non-profit association (ASBL) is a separate legal person. The CAC authorises it to carry out economic activities, but forbids it to distribute any profit to its members or founders: the surpluses must serve the association's disinterested purpose. It is the form of associative, cultural, sporting or social projects, not of an activity from which you want to draw a personal income.
Its incorporation is lighter than a capital company: no minimum capital, articles published in the Moniteur belge, at least two members. The members do not answer personally for the association's debts, except for management fault. If your project is genuinely non-profit, see our guide to setting up an ASBL in Belgium.
Choosing your legal form according to your profile
The right form depends on your tolerance for personal risk, your income prospects and your growth ambitions. A few practical markers.
To settle your choice
Estimate your income at 2-3 years
Modest profits often remain more advantageous under PIT in a sole proprietorship; beyond, corporate tax and the SRL become competitive.
Measure your risk exposure
An activity with commitments, stocks, debts or high liability: a company's limited liability protects your private assets.
Anticipate the entry of partners or investors
Several partners from the start or a planned fund-raising point towards the SRL, or even the SA.
Clarify the project's purpose
Profit-making: a company. Disinterested project: an ASBL. Not the reverse.
Cost the incorporation and management
Notarial deed, financial plan and double-entry accounting weigh on a company; to be set against the protection gain.
For the vast majority of Belgian founders who want to protect their assets without a capital constraint, the SRL is the default answer. The sole proprietorship keeps its place to start a light activity, for example as secondary self-employed, with the option of switching to a company later. Before any final choice, the registered office address must be settled, as it appears in the articles and at the CBE: it is one of the first points on which our company formation service intervenes.
Choose and create the right legal form
From the sole proprietorship to the SRL, Monsiegesocial steers you towards the suitable form and handles the incorporation of your company in Belgium.
Going further
- SRL or SA in Belgium: which legal form to choose?: the detailed comparison of the two capital companies.
- Setting up an SRL in Belgium: the essential steps: from the financial plan to CBE registration.
- Becoming self-employed in Belgium: the sole proprietorship route, steps and obligations.
- Setting up an ASBL in Belgium: the route for a non-profit project.
