Creating an SA in Belgium: capital, articles and steps

Key takeaways

• The minimum capital for an SA is 61,500 euros (art. 7:2 CCA), fully paid up at incorporation (art. 7:11 CCA).
• A single person is sufficient to found an SA since the 2019 CCA reform.
• Three governance options are available: board of directors, sole administrator, or dual system.
• The constitutional deed must be executed before a Belgian notary.
• The company acquires legal personality upon filing the deed with the Enterprise Court registry.

The société anonyme (SA) is the form of choice for capital-intensive structures in Belgium. Unlike the SRL, it requires real capital from the outset: a minimum of 61,500 euros set by article 7:2 of the Code of Companies and Associations (hereinafter CCA), fully paid up at incorporation. It is also the most suitable form when a project anticipates external investors, multiple share classes, or fluid capital transfers. Creating an SA in Belgium requires a notarial deed, a financial plan, and registration with the BCE. This guide describes the complete process.

The SA in Belgium: its defining features

The SA is a legal entity whose members, known as shareholders, risk only their contribution. Its central characteristic is share capital: a minimum of 61,500 euros, fully subscribed and paid up at the time the constitutional deed is signed. This amount provides genuine security for creditors and distinguishes the SA from the SRL, where no legal minimum is required.

Since the CCA reform that came into force on 1 May 2019, an SA may be incorporated by a single founder, whether a natural person or a legal entity. The former requirement of at least two shareholders has been removed.

An SA's shares are in principle freely transferable, unless the articles contain a restrictive clause. This feature distinguishes the SA from other forms: an investor can enter or exit the share capital without the consent of all shareholders, making it the preferred form for fundraising rounds and multi-shareholder structures.

Financial plan: an often underestimated requirement

Like the SRL, the SA requires a financial plan to be submitted to the notary before the constitutional deed is signed. This forward-looking document covers the first two financial years and must demonstrate that the start-up resources are sufficient for the projected activity.

The SA's financial plan is not a simple spreadsheet. It must reflect the reality of the project: projected cash flows, revenue and cost assumptions, and funding sources. For more complex projects, some founders call on an accountant or specialist adviser to draft it.

Steps to create an SA in Belgium

1. 1

   Draft the financial plan

   Weeks 1-2

   A forward-looking document covering needs and resources for the first two financial years, mandatory and to be submitted to the notary before signing (art. 7:3 §2 CCA).

2. 2

   Deposit cash contributions

   Weeks 2-3

   The minimum 61,500 euros are deposited into an account opened in the name of the company in formation. The bank issues a certificate confirming the funds are held.

3. 3

   Sign the constitutional deed before a notary

   Weeks 3-4

   The notary receives the financial plan and bank certificate, then authenticates the articles of association. The deed records the company name, registered office, capital, and governance rules.

4. 4

   Register with the BCE

   Days after

   Registration with the Crossroads Bank for Enterprises is done through an accredited enterprise window (Securex, Partena, Liantis, Acerta, Xerius). The company receives its enterprise number.

5. 5

   Publish in the Belgian Official Gazette

   In the days following filing

   An extract of the constitutional deed is published in the annexes of the Belgian Official Gazette, making the company enforceable against third parties.

6. 6

   Activate VAT and affiliations

   From the start of activities

   VAT registration if the activity is subject to it, and affiliation with a social insurance fund for self-employed directors.

Legal personality is acquired upon filing the deed with the Enterprise Court registry, which precedes publication in the Belgian Official Gazette. The enterprise number (format 0xxx.xxx.xxx) is assigned at BCE registration and serves as the unique identifier for all legal and tax obligations.

Governance: three options to choose from

This is one of the CCA's strengths for the SA: the founder freely selects the governance model suited to the structure's size and ambitions.

	Board of directors	Sole administrator	Dual system
Number of bodies	1 (board)	1 person	2 separate bodies
Minimum members	3 (or 2 if < 3 shareholders)	1 person	Per articles
Legal basis (CCA)	Art. 7:85	Art. 7:101	Art. 7:104
Suited to	SMEs with several shareholders	Single-shareholder or simplified SA	Large structures

For a single-shareholder SA, the sole administrator (art. 7:101 CCA) is the simplest solution: one person combines the roles of owner and manager. For SAs with several shareholders, the board of directors provides a collegial framework. The dual system, with a separate management body and supervisory body (art. 7:104 CCA), is reserved for structures that want a formal separation between management and oversight.

What to prepare before visiting the notary

Documents and decisions to settle before the constitutional deed

• Finalised financial plan

  Two projected financial years: cash flows, costs, revenues and documented assumptions.

• Amount and form of contributions

  Minimum 61,500 euros in cash or in kind. Contributions in kind require a prior report from an accredited business auditor appointed by the founders.

• Bank certificate

  Certificate from the bank confirming the funds are available in the company-in-formation account.

• Registered office address confirmed

  Recorded in the articles and at the BCE. Founder's home, rented office, or professional domiciliation address.

• Company name verified

  Check the availability of the company name with the BCE before drafting the articles.

• Governance model chosen

  Board of directors, sole administrator, or dual system, depending on the shareholder structure.

Incorporating an SA also involves costs: notary fees, publication fees in the annexes of the Belgian Official Gazette, and registration fees at the BCE via the accredited enterprise window. The amount varies depending on the complexity of the articles and the level of contributions; ask the notary for a quote well in advance.

Registered office of the SA

Every SA must declare a registered office address, recorded in the articles and published in the Belgian Official Gazette. The address must be located in Belgium. It can be a commercial or professional premises, a director's home, or a professional domiciliation address.

Domiciliation is a common option for SAs that do not have their own premises at the time of incorporation: it secures the statutory address, ensures the receipt of official correspondence, and meets the legal obligations relating to the registered office, without requiring a full-time physical office lease.

Create your SA with the right support

Monsiegesocial guides you through every step of incorporating your société anonyme, from domiciliation to formation.

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Further reading

• SRL or SA in Belgium: which legal form to choose?: a detailed comparison of both forms to help you decide.
• Creating an SRL in Belgium: the essential steps: the equivalent guide for the most common form.
• The official SA page on business.belgium.be.