General partnership (SNC) in Belgium: how it works and how to set one up

Key takeaways

• In an SNC, every partner is jointly, severally and unlimitedly liable for the company's debts, including with personal assets.
• No minimum capital is required and incorporation happens by private deed, with no mandatory step through a notary.
• At least two partners are needed: the SNC cannot be a single-member company, unlike the SRL or the SA.
• Unless the articles state otherwise, every partner is a manager and can bind the company towards third parties on their own.

The general partnership remains a marginal legal form in Belgium, far behind the SRL in yearly incorporations, but it keeps a precise use case: family structures, liberal-profession practices between long-trusted partners, or arrangements where the founders' personal commitment serves as a guarantee towards third parties. Its defining trait is clear: partners answer for the company's debts with their own assets, without a cap. This article explains what that liability means in practice, how to set up an SNC, and when it still makes sense against the SRL.

What a general partnership is

The société en nom collectif (SNC) is one of the legal forms with legal personality recognised by the Code des sociétés et des associations (CSA), alongside the société simple and the société en commandite in the same book devoted to partnerships. Holding legal personality, it can enter into contracts, own assets and sue or be sued under its own name, unlike an unregistered société simple.

Its central feature is the liability regime: unlike the SRL or the SA, where partners' commitment is capped at their contribution, the SNC is what is called an unlimited-risk company. Every partner is jointly, severally and unlimitedly liable for commitments made in the company's name.

The joint and unlimited liability of partners

This is the point that shapes every decision to opt for an SNC rather than an SRL. A creditor of the company who cannot get paid out of the company's assets can turn to any single partner for the full debt, leaving that partner to recover the others' shares afterwards. This joint liability does not split pro rata to contributions: it applies in full, against each partner.

This exposure of personal assets explains why the SNC stays little used for activities with high commercial risk or with partners who do not know each other closely. It keeps an interest, however, in contexts where partners specifically want to display this joint personal commitment towards third parties (banks, landlords, professional clients), for example in certain liberal professions or family asset-holding structures with a small number of partners.

Setting up an SNC: the steps

The SNC also stands out for how light its incorporation formalities are, inherited from its status as a partnership.

1. 1

   Draft the articles of association

   Before signing

   Company name, corporate purpose, registered office, each partner's contribution, allocation of management powers.

2. 2

   Sign the private deed

   Day 0

   No step through a notary is required for an SNC; the deed is signed by all partners.

3. 3

   File the deed with the clerk's office

   Following days

   Filing with the clerk's office of the competent business court and publication of the required extracts in the Moniteur belge.

4. 4

   Register with the CBE

   Before starting activity

   Registration with the Crossroads Bank for Enterprises through an approved company desk to obtain the company number.

Setting the registered office address is one of the mandatory items in the articles of association, just as for an SRL or an SA. A business domiciliation makes it possible to centralise that address and mail handling without mixing professional activity with the partners' home, a point that matters even more when their personal assets are already exposed by the SNC's joint liability.

Management and partners' powers

Unless the articles of association state otherwise, every partner in an SNC holds the status of manager and can, as such, bind the company towards third parties. This default rule suits a two- or three-partner structure built on mutual trust, but it quickly becomes unmanageable as the number of partners grows: each one can, in theory, sign a commitment in the name of all.

Before drafting the management clause

• Name one or more managers explicitly

  Partners or not, to prevent every partner binding the company alone

• Define which acts require everyone's agreement

  Loans, disposal of significant assets, admission of new partners

• Set out how a manager can be removed

  Required majority and the effect on their status as partner

• Clarify what happens to shares on a partner's death

  Continuation with the heirs or dissolution, to be stated explicitly

These clauses are not mere drafting caution: absent a statutory administration clause, partners are deemed to have granted each other a tacit, reciprocal mandate to administer (art. 4:10 of the Code des sociétés et des associations, applicable to the SNC by reference in art. 4:23), effectively making each one a de facto manager, with the risks of deadlock or unchecked commitments that this implies for a structure with several partners.

SNC or SRL: how to decide

For the vast majority of company incorporations in Belgium, the SRL remains the default form: it limits liability to the contribution for formalities barely heavier than the SNC's. The SNC keeps its relevance in specific cases: family partners who want a simple structure without opening the capital to outsiders, liberal professions organised as a partnership, or an existing société simple choosing to register with the CBE under this form.

Need help choosing and setting up your company?

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Going further

• Société simple in Belgium: how it works, advantages and incorporation, the base form from which the SNC derives by registering with the CBE.
• Articles of association of an SRL in Belgium: mandatory content and drafting, to compare the formalities with the most commonly chosen form in Belgium.
• The official overview of company forms on the Belgian Justice portal.