Limited partnership (société en commandite) in Belgium: how it works

Key takeaways

• A limited partnership brings together two distinct roles: the general partner, a manager liable without limit, and the limited partner, a mere funder with capped liability.
• No minimum capital is required and formation happens by private deed, with no mandatory notary involvement.
• A limited partner who interferes in the partnership's external management loses that protection and becomes liable like a general partner.
• The partnership limited by shares no longer exists as an independent legal form under the Code of Companies and Associations.

The limited partnership stays a discreet form in the landscape of company creation in Belgium, far behind the SRL, yet it answers a precise need: pairing a personally involved manager with an investor who wants to stay in the background. Its structure sets apart two partner statuses with radically different commitments. This article explains what these two roles cover, how to set up a limited partnership, and when it still makes sense against the SRL.

What a limited partnership is

The limited partnership is one of the partnerships with legal personality recognised by the Code of Companies and Associations (CCA), alongside the simple partnership and the general partnership (SNC). Having legal personality, it can enter into contracts, hold assets and sue or be sued under its own name.

Its distinctive feature is the coexistence of two categories of partners within the same partnership: the general partners, who manage the partnership and answer for it on their own assets, and the limited partners, who contribute funds without getting involved in management and whose exposure is capped at that contribution.

The general partner and the limited partner: two statuses, two liabilities

This is the distinction that shapes the whole form. The general partner holds the manager role, unless the articles of association state otherwise, and binds the partnership towards third parties. They answer for the partnership's debts jointly and severally, without limit, including on their personal assets, exactly like a partner in an SNC.

The limited partner, conversely, commits only their contribution. Their liability stops there, under one strict condition: they must not interfere in the partnership's external management, meaning they must not perform acts of management towards third parties in the partnership's name. A limited partner who oversteps this silent-funder role risks being held jointly and severally liable, like a general partner, for commitments made during that interference.

Setting up a limited partnership: the steps

The limited partnership shares the lighter formalism of partnerships, with no capital requirement and no mandatory notary involvement.

1. 1

   Draft the articles of association

   Before signing

   Name, corporate purpose, registered office, identity and contribution of each general and limited partner, management rules.

2. 2

   Sign the private deed

   Day one

   The founding deed is signed by all partners, general and limited, with no mandatory notary involvement.

3. 3

   File the deed with the registry

   Following days

   Filing with the registry of the competent enterprise court and publication of the required extracts in the Belgian Official Gazette.

4. 4

   Register with the CBE

   Before starting the activity

   Registration with the Crossroads Bank for Enterprises to activate the enterprise number, notably through an approved business counter for the entrepreneurial capacities.

As with any company, setting the registered office address is one of the mandatory items in the articles of association. A business domiciliation allows this address to be kept separate from the general partner's personal home, whose assets are already exposed through the unlimited liability attached to their status.

Points to lock down in the articles of association

• Name each general partner and limited partner

  And state the amount of each limited partner's contribution

• Define the management powers of the general partner(s)

  Acts requiring unanimous consent, power limits, removal

• Clearly delimit the limited partner's role

  To avoid any ambiguity over what counts as interference in management

• Plan for shares on a partner's death or withdrawal

  Continuation with the heirs, buyback of shares, or dissolution

What remains of the partnership limited by shares

Before the Code of Companies and Associations, Belgian law distinguished the simple limited partnership from the partnership limited by shares, a hybrid form whose capital was divided into tradeable shares. The CCA abolished the partnership limited by shares as an independent legal form: it has no longer been possible to create one since the CCA entered into force on 1 May 2019. Existing partnerships limited by shares that had not voluntarily converted before 1 January 2024 were automatically converted into a public limited company (SA) with a sole director (art. 41, § 2 of the law of 23 March 2019 introducing the CCA), with the management body then required to convene a general meeting within six months to adapt the articles of association to this new form. What survives today under the name "limited partnership" corresponds to the former simple limited partnership.

Limited partnership or SRL: how to decide

For the vast majority of company creations in Belgium, the SRL remains the default form: it caps the liability of every partner at their contribution, with no distinction of role. The limited partnership keeps its relevance in specific setups, for instance when a project leader wants to stay solely at the helm of management while bringing in an investor who wants neither to get involved in operations nor to take a stake in a conventional capital company.

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Going further

• General partnership (SNC) in Belgium: how it works and how to set one up, the other unlimited-liability partnership under the CCA.
• Simple partnership in Belgium: how it works, advantages and formation, the base form from which the SNC and the limited partnership derive by registering with the CBE.
• The official overview of legal forms on the Belgian Justice portal.