Key takeaways
- The SRL no longer requires a minimum legal capital, but sufficient initial assets.
- A financial plan covering the first two financial years is mandatory and handed to the notary.
- The deed of incorporation is drawn up in authentic form, before a notary.
- The company registers with the CBE and an extract is published in the Belgian Official Gazette.
The SRL (société à responsabilité limitée / private limited company) is the most common form for setting up a company in Belgium. It limits the liability of shareholders to their contributions and, since the Companies and Associations Code, no longer requires a minimum legal capital. That said, creating an SRL in Belgium remains a structured process: financial plan, notarial deed, CBE registration. Here is the process, step by step.
The SRL in brief
The SRL is a legal entity distinct from its shareholders. Its main protection: the liability of shareholders remains limited to their contributions. In the event of difficulty, the private assets of the shareholders are not in principle at stake beyond what they have contributed.
Contributions can be made in cash and/or in kind. The Companies and Associations Code abolished the concept of minimum capital: there is no longer a legal threshold to meet. In exchange, founders must endow the company with sufficient initial assets in view of the planned activity.
Steps to create an SRL
- 1
Draft the financial plan
A forward-looking plan of the company's needs and resources for the first two financial years. Mandatory and handed to the notary.
- 2
Pay in the cash contributions
Cash contributions are paid into an account opened in the name of the company in formation; the bank issues a certificate confirming that the funds are available.
- 3
Execute the deed of incorporation before the notary
The notary receives the financial plan and authenticates the articles of association. The deed of incorporation is drawn up in authentic form.
- 4
Register with the CBE
The company receives an enterprise number via the Crossroads Bank for Enterprises, in practice through an accredited business counter.
- 5
Publish in the Belgian Official Gazette
An extract of the deed is published in the annexes to the Belgian Official Gazette, making the company enforceable against third parties.
- 6
Activate VAT and affiliate
VAT registration if the activity is subject to it, and affiliation with a social insurance fund for self-employed persons.
The order matters: the financial plan precedes the deed and the bank certificate is required for cash contributions. The company acquires legal personality upon filing of the deed at the registry of the Enterprise Court; CBE registration and publication in the Belgian Official Gazette then make it enforceable against third parties.
What to plan for
Beyond contributions, incorporating an SRL involves costs: notary fees, registration duties and publication fees in the annexes to the Belgian Official Gazette. The amount depends on the situation (contributions, complexity of the articles); request a quote from the notary in advance.
Before making an appointment with the notary
Financial plan drafted
Forward-looking needs and resources for the first two financial years.
Contributions determined
Amount and nature of contributions (cash and/or in kind) from each founder.
Bank certificate
For cash contributions, the bank certificate confirming availability of the funds.
Registered office address
Home address, office or domiciliation address where the registered office will be established.
SRL and registered office
Every SRL must declare a registered office address, registered with the CBE. You can use your home address, but many entrepreneurs prefer a professional domiciliation address in Brussels to separate private life from business, and to settle this point before visiting the notary.
Launch your SRL with the right registered office
Company formation and domiciliation, accompanied from start to finish.
