Key takeaways
- Converting an SA to an SRL follows the procedure in Book 14 of the CAC: six formal steps, including a notarial deed and publication in the Belgian Official Gazette.
- The general meeting must have at least half the capital present and vote at a four-fifths majority (art. 14:5 and 14:6 CAC).
- The transformation preserves legal personality and the BCE enterprise number: no new incorporation takes place.
- After conversion, the SRL has no minimum statutory capital (art. 5:1 CAC); the SA's equity remains in the company.
When a Belgian SA no longer suits its shareholders, the law allows a change of legal form without dissolving the company. Converting an SA to an SRL in Belgium is governed by Book 14 of the Companies and Associations Code (CAC), which has been in force since 1 May 2019. The transformation does not create a new entity: the same legal person retains its rights, contracts and BCE enterprise number. The Code imposes six precise formal steps, a qualified vote and a notarial deed. Here is what to prepare before launching the procedure.
Why move from an SA to an SRL
The SA is a robust legal form, but it carries constraints that weigh on small and medium-sized businesses. Its minimum capital of 61,500 euros must be fully paid up at incorporation (art. 7:4 CAC), and its governance rules generally call for a collegiate management body by default. The SRL imposes no minimum statutory capital (art. 5:1 CAC) and leaves shareholders considerable latitude to organise management. For a detailed side-by-side comparison of both forms before making a decision, see our guide SRL or SA in Belgium: which legal form to choose?.
Advantages
- Simplified governance: a single manager suffices, with no minimum board requirement
- No minimum statutory capital in the SRL (art. 5:1 CAC)
- More flexible articles on share transfers and voting rights between shareholders
- Legal framework better suited to an SME or a family-run business
- Full continuity of legal personality and BCE enterprise number
Disadvantages
- Formal procedure requiring time and resources: notary, expert, general meeting
- Qualified majority required (four-fifths of votes), difficult to achieve if shareholders disagree
- The SA remains better suited to external fundraising or governance with multiple classes of shareholders
- Notary fees, publication costs in the Belgian Official Gazette and expert fees to budget for
In many cases, the SA was chosen before the 2019 CAC reform, or by default, without carefully weighing the capital and governance requirements. Converting to an SRL allows the company to benefit from the more flexible framework of the new Code.
Legal conditions required by the CAC
Before convening the extraordinary general meeting, the SA's management body must prepare three mandatory documents. Their absence renders the transformation decision liable to annulment.
Mandatory documents before the general meeting
Summary statement of assets and liabilities
Prepared by the management body and dated no more than three months before the general meeting called to decide on the transformation.
Report by an expert or company auditor
A statutory auditor, company auditor or external certified accountant appointed by the management body prepares a written report on the summary statement, noting any overvaluation of assets.
Justification report by the management body
The management body draws up a report explaining the transformation project, its rationale and its consequences for shareholders. This report is attached to the notice of meeting.
Communication to shareholders with the notice
All reports and the draft SRL articles of association are sent to shareholders together with the notice of the extraordinary general meeting, within the statutory notice periods.
The conversion procedure step by step
The transformation of an SA into an SRL follows a sequence imposed by articles 14:3 to 14:6 of the CAC. Here are the steps in chronological order.
- 1
Preparation of the summary accounting statement
Weeks 1-2The management body draws up a statement of the SA's assets and liabilities. The statement must be recent: it cannot be more than three months old at the date of the general meeting.
- 2
Appointment of an expert and submission of the report
Weeks 2-3A statutory auditor, company auditor or external certified accountant examines the summary statement and submits a written report, flagging any overvaluation of net assets.
- 3
Drafting of the management body's justification report
Week 3The management body draws up the justification report for the transformation, setting out its rationale and consequences for the SA's shareholders.
- 4
Notice of the extraordinary general meeting
Weeks 3-4Shareholders receive the notice together with all documents: reports, draft new SRL articles and agenda. Statutory notice periods apply.
- 5
Vote at the extraordinary general meeting
Week 5The meeting deliberates and votes on the transformation. If the attendance quorum and the four-fifths majority are met, the decision is adopted. The new SRL articles of association are approved in the same act.
- 6
Signing of the authentic deed before a notary
Weeks 5-6The notary records the transformation and authenticates the new SRL articles. The SRL takes legal effect from the date of this deed.
- 7
Filing and publication in the Belgian Official Gazette
Weeks 6-8The deed and new articles are filed simultaneously with the clerk's office of the Business Court of the registered office and published in the Annexes of the Belgian Official Gazette. The transformation becomes enforceable against third parties.
The actual timeline depends on notary availability, the complexity of the accounting file and notice periods. In practice, allow six to eight weeks between the decision to launch the procedure and publication.
Quorum and majority at the general meeting
The voting rules for a transformation are more demanding than those for an ordinary amendment to the articles.
of capital must be present or represented
Attendance quorum required (art. 14:5 CAC)
of votes to adopt the transformation
Majority required (art. 14:6 CAC)
of votes if the SA is under 2 years old
Unanimous consent required (art. 14:6 CAC)
If the attendance quorum is not met at the first convening, a second meeting may be called. At that second meeting, half the capital no longer needs to be present, but the four-fifths majority still applies. The decision covers both the transformation itself and the new SRL articles of association. Both points are adopted by the same vote.
Considering converting your SA into an SRL?
Monsiegesocial supports you in setting up your SRL in Belgium: registered office, domiciliation and guidance through your company formation steps.
What changes for capital and governance
The transformation takes effect on the date of the notarial deed, without any interruption to legal personality. Ongoing contracts, receivables and debts remain attached to the same entity. Only the legal form changes in the Crossroads Bank for Enterprises (BCE) records.
| SA before transformation | SRL after transformation | |
|---|---|---|
| Minimum statutory capital | 61,500 euros fully paid up (art. 7:4 CAC) | None (art. 5:1 CAC) |
| Management body | Board of directors or sole administrator | Manager(s): one or more, natural or legal person |
| Share transfer by default | Free | Subject to shareholder approval |
| Statutory auditor required | Based on statutory thresholds (large company) | Based on the same statutory thresholds (unchanged) |
| BCE enterprise number | Retained | Identical, retained |
| Legal personality | Continues | Continues (same legal entity) |
On the capital side: the funds subscribed in the SA remain in the company and form the SRL's equity. The concept of statutory capital in the strict legal sense disappears (art. 5:1 CAC), but managers remain bound by obligations to maintain the company's assets and, where applicable, by the alarm procedure provided for in the CAC when equity falls below certain thresholds. For more information on creating an SRL in Belgium and the obligations that apply, see our dedicated services.
Further reading
To deepen your thinking on the choice of legal form, see our comparison SRL or SA in Belgium: which legal form to choose?. If you are instead looking to create an SA, our guide Creating an SA in Belgium details the steps and capital requirements.
For official procedures and registries, the business.belgium.be portal lists the obligations for updating records following any change of legal form.
