Key takeaways
- Any non-monetary contribution (real estate, equipment, trademark, receivables) is a contribution in kind subject to valuation.
- A double control is mandatory: founders draft a special report and a statutory auditor gives a written opinion (art. 5:7 CSA).
- Both documents are annexed to the deed of incorporation and filed with the clerk of the business court (art. 5:13 CSA).
- Founders incur joint and several liability for manifest overvaluation (art. 5:15 to 5:17 CSA).
- A contribution of real estate requires an additional transcription with the FPS Finance to be enforceable against third parties.
When incorporating an SRL in Belgium, founders may contribute something other than money: real estate, equipment, a trademark, a client portfolio. The Code of Companies and Associations refers to this as a contribution in kind. This route is legitimate and widely used, particularly when an entrepreneur contributes an existing business goodwill, professional equipment or trade receivables. It does, however, involve a structured valuation procedure and specific formalities; failure to follow them can expose the founders to joint and several liability towards interested parties, including in cases of manifest overvaluation (arts. 5:15 to 5:17 CSA).
Cash or Non-Cash: Two Complementary Forms of Contribution
When an SRL is incorporated, shares may be paid up by a cash contribution, a contribution in kind, or a combination of both. The SRL no longer requires a minimum legal capital since the Code of Companies and Associations came into force: founders must nevertheless build up an initial equity base sufficient for the planned activity, whether it consists of cash or non-monetary assets. The two forms are subject to distinct rules.
| Cash contribution | Contribution in kind | |
|---|---|---|
| Nature of the asset | Money (euros) | Non-monetary asset (real estate, equipment, trademark...) |
| Proof of availability | Bank certificate blocking the funds | Statutory auditor's report |
| Valuation required | No: the amount is exact | Yes: fair value established by the auditor |
| Filing with the court clerk before the deed | ||
| Additional formality for real estate | Transcription with FPS Finance (enforceability against third parties) |
In practice, the two forms coexist in the same deed: a founder may contribute 10,000 euros in cash and also transfer professional equipment or a trademark to the company. Each contribution is then treated under its own rules.
Assets Eligible for a Contribution in Kind
The Code of Companies and Associations does not set out an exhaustive list. Any asset with an economic value that can be transferred may be contributed in kind. The most common contributions in kind in an SRL are:
- Real estate (land, professional or commercial premises);
- Vehicles and professional equipment (machines, site equipment, IT equipment);
- Intangible assets (trademarks registered with the BOIP, patents, software licences);
- Business goodwill (clientele, trade name, stock, ongoing commercial contracts);
- Receivables from third parties (provided they are certain, liquid and assignable);
- Securities portfolios (listed or unlisted shares or bonds).
The Double Control for Contributions in Kind (art. 5:7 CSA)
The procedure under article 5:7 of the Code of Companies and Associations is based on a double control. The founders first draft a special report describing each intended contribution, stating the value attributed to each asset and explaining the valuation methods applied. This report is then submitted to a statutory auditor, a member of the Institute of Statutory Auditors (IRE), appointed by the founders themselves.
The statutory auditor issues a written opinion on the value of each contribution and on the remuneration proposed (the number of shares issued in return). The founders then finalise their report, indicating whether they accept or depart from the auditor's conclusions. Both the founders' special report and the auditor's written opinion are annexed to the deed of incorporation (art. 5:13 CSA) and filed with the clerk of the business court.
Valuation methods vary according to the nature of the asset: market value for real estate or listed securities, net book value or replacement value for equipment, comparable or discounted cash flow methods for business goodwill or intangible assets. The statutory auditor applies the professional standards of the IRE, including the 2021 norm on auditor missions for contributions in kind.
The Contribution in Kind Procedure: Step by Step
The implementation of a contribution in kind follows a precise sequence, the order of which is mandatory: the statutory auditor's report must precede the notarial deed, which itself precedes registration with the Crossroads Bank for Enterprises.
- 1
Inventory the assets and gather the documents
Weeks 1-2Draw up a precise list of the assets to be contributed, with identification details (title deed for real estate, registration certificate for a trademark, statement of receivables, etc.).
- 2
Appoint a statutory auditor
Week 2-3The founders select a statutory auditor, a member of the IRE, and provide the information needed for the valuation.
- 3
Obtain the auditor's opinion and finalise the special report
Before incorporationThe statutory auditor issues a written opinion on the value of each contribution. The founders finalise their special report, indicating whether they accept or depart from the auditor's conclusions.
- 4
Sign the deed of incorporation before a notary
Incorporation dayThe deed includes a full description of each contribution in kind, the value attributed, the number of shares issued and a reference to the double control. The special report and the auditor's opinion are annexed and filed with the court clerk (art. 5:13 CSA).
- 5
Registration with the CBE and publication in the Belgian Official Gazette
After the deedThe SRL receives its enterprise number via an accredited enterprise counter. An extract of the deed of incorporation is published in the Annexes to the Belgian Official Gazette, making the company enforceable against third parties.
Planning a contribution in kind for your SRL?
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Details in the Deed of Incorporation and the Case of Real Estate
The notarial deed of incorporation must mention each contribution in kind made at incorporation in detail.
What must appear in the deed for each contribution in kind
Precise description of the asset
Nature, physical or legal identification, condition of the asset at the time of incorporation.
Value attributed to the contribution
The amount in euros recorded, consistent with the value established in the statutory auditor's report.
Number of shares issued in return
The shares received by the contributing founder in exchange for the asset, and their nominal or book value.
Founders' special report and auditor's opinion annexed
Both documents from the double control are expressly referenced and attached to the deed of incorporation (art. 5:13 CSA).
Valuation methods and auditor's conclusions
Summary of the methods applied and a statement of the founders' position on the auditor's conclusions.
For a contribution in kind of real estate, an additional formality applies. The notarial deed must contain the required cadastral identification details. To make the transfer of ownership enforceable against third parties, the deed must be transcribed at the competent office of the General Administration of Patrimonial Documentation of the FPS Finance. Without this transcription, a third party who subsequently acquires rights over the property could claim ignorance of the transfer. The notary arranges this formality as a follow-up to incorporation.
Publication in the Belgian Official Gazette covers the deed of incorporation as a whole: it makes the SRL as a legal entity enforceable against third parties, independently of the mortgage transcription specific to the property.
