Key takeaways
- The CAC offers two complementary routes: statutory clauses for resignation and exclusion at the company's expense (art. 5:154 and 5:155 CAC), drafted at incorporation, and judicial exclusion and withdrawal procedures (art. 2:60 to 2:69 CAC), used when amicable resolution fails.
- Judicial exclusion (art. 2:63 CAC) requires the applicants to hold together 30% of the voting rights: below that threshold, the procedure is inadmissible.
- Mediation (art. 1724 Judicial Code) is often faster and less destructive than litigation: an approved agreement has the force of a court judgment.
- A well-drafted shareholders agreement, separate from the articles, prevents the majority of conflicts by organising disagreement, transfer and exit situations in advance.
- Judicial dissolution of the SRL remains a last-resort remedy: the exclusion and withdrawal procedures exist precisely to avoid it.
In an SRL founded by two or three shareholders, a shareholder conflict is one of the most consequential risks for the business. When it arises, it paralyses decisions, undermines the confidence of clients and lenders, and can lead to the dissolution of the company. Yet the great majority of conflicts could have been avoided or contained through appropriate statutory clauses or a shareholders agreement drafted at incorporation. This guide sets out the prevention tools and resolution routes as they derive from the Companies and Associations Code (CAC) in force in Belgium.
The most common sources of conflict between SRL shareholders
Conflicts rarely arise from a single event. They tend to build around a few recurring friction points: diverging views on strategy or the company's growth pace, an imbalance in shareholders' operational involvement, disagreement on remuneration or dividend distribution, and personal difficulties between shareholders that spill over into management.
A further aggravating factor is specific to the SRL: standard articles are often drafted to the legal minimum, without anticipating what happens if a shareholder wants to leave, if the two founders no longer agree, or if one of them dies. This gap turns a situation that could be handled elsewhere by a simple clause into complex litigation.
Preventing conflict: clauses to include from incorporation
The best protection against a costly conflict is a clear framework drawn up before the disagreement arises. Two complementary instruments exist: clauses in the SRL's articles of association and the shareholders agreement, a separate contract that is not published in the Moniteur belge.
Statutory exit and exclusion clauses
The CAC allows an SRL's articles to organise two powerful mechanisms.
Resignation at the company's expense (art. 5:154 CAC) gives each shareholder the right to leave the company, with their shares bought back from the SRL's net assets. The compensation is subject to the distribution tests provided in articles 5:141 to 5:144 CAC: if the company's financial health does not permit it, payment is deferred until the condition is met. Founding shareholders cannot exercise this right before the third financial year following incorporation.
Exclusion at the company's expense (art. 5:155 CAC) allows the company to exclude a shareholder for just cause or for any other reason set out in the articles. Only the general meeting is competent to pronounce the exclusion. The targeted shareholder must receive the reasoned exclusion proposal (art. 2:32 CAC), have one month to submit written observations and request to be heard before a decision is taken.
Article 5:156 CAC also allows the articles to provide that the death, bankruptcy or disqualification of a shareholder automatically triggers their resignation, without going through the ordinary procedure.
The shareholders agreement as a prevention tool
The shareholders agreement is a private contract concluded between some or all of the shareholders. It supplements the articles without replacing them and is not subject to publication in the Moniteur belge. Its drafting is free within the limits of public policy and the mandatory provisions of the CAC.
Essential clauses in a shareholders agreement for an SRL
Pre-emption clause
Requires the selling shareholder to offer their shares to the other shareholders before any third party, at a price and on terms defined in advance.
Approval clause
Makes the entry of any new shareholder subject to the agreement of the existing shareholders or a qualified majority of them.
Valuation method
Sets out the method for calculating the share price on exit (book value, earnings multiple, appointment of an independent expert), avoiding price deadlocks.
Non-competition clause
Limits the competing activities of a departing shareholder for a defined period and geographic area, subject to compliance with the conditions for validity.
Deadlock resolution
Organises recourse to an arbitrator or expert appointed by the parties or by the president of the enterprise court in the event of equal votes or persistent disagreement.
Fate of shares on death
Specifies whether heirs enter the company or whether the surviving shareholders may buy back the shares, and at what price.
Amicable routes: mediation and arbitration
Before launching judicial proceedings, two amicable routes are worth exploring. They are faster, less costly and better preserve the relationship between shareholders.
Mediation is possible for any patrimonial dispute, whether cross-border or not (art. 1724 of the Judicial Code). An approved mediator, an impartial third party, helps the shareholders to build an agreement themselves. If an agreement is reached, the parties may apply for its judicial approval: once approved, it has the same enforceability as a court judgment (art. 1733 of the Judicial Code). Mediation can be launched at any time, including during judicial proceedings. The Federal Mediation Commission maintains the official list of approved mediators.
Arbitration is another route if the articles or the shareholders agreement include an arbitration clause. The arbitrator issues an award that is binding on the parties. This option is most relevant when the shareholders anticipated disagreements from the outset and included an arbitration clause in their agreements.
Judicial procedures: exclusion and withdrawal
When the amicable route fails, the CAC offers two judicial mechanisms that allow a shareholder to exit the SRL without necessarily dissolving the company.
| Judicial exclusion | Judicial withdrawal | |
|---|---|---|
| Legal basis | Art. 2:63 CAC | Art. 2:60 to 2:69 CAC |
| Who applies? | One or more shareholders against another | The shareholder who wants to leave |
| Participation threshold required | 30% of voting rights of existing securities | No minimum threshold |
| Legal standard | Just cause | Just cause |
| Outcome if successful | The defendant transfers their shares to the applicants | The applicants acquire the departing shareholder's shares |
| Competent court | President of the enterprise court (art. 2:62 CAC) | President of the enterprise court (art. 2:62 CAC) |
The concept of just cause is not defined by the CAC. Case law recognises as such: the repeated failure by a shareholder to honour their commitments to the company, parallel unfair competition, abuse of majority or minority position, and any conduct making the continuation of the corporate relationship objectively unbearable. The judge assesses on a case-by-case basis.
From the moment the exclusion summons is served, the targeted shareholder can no longer transfer their shares without the court's or the opposing party's consent (art. 2:65 CAC). The judge fixes the transfer price and may appoint an expert to value the SRL (art. 2:67 CAC).
Secure the governance of your SRL
Monsiegesocial assists managers with drafting articles and structuring shareholder agreements, to prevent conflicts before they arise.
Judicial dissolution: the last resort
When the conflict permanently paralyses the SRL's functioning and neither mediation nor exclusion or withdrawal procedures can remedy it, the enterprise court may be asked to pronounce judicial dissolution for serious disagreement. Dissolution leads to the company's liquidation and the loss of the business.
It is precisely to avoid this scenario that the legislature created the alternative routes described in this guide. Case law treats dissolution as a subsidiary measure: the judge checks that other remedies have been explored before pronouncing the end of the company.
For corporate law matters relating to governance or a shareholder dispute, professional guidance allows you to identify the most appropriate mechanism before the conflict escalates.
Further reading
- General meeting of an SRL in Belgium: rules and formalities: to understand the voting and quorum rules that structure collective decisions, a frequent source of deadlock
- Dissolution and liquidation of an SRL in Belgium: the steps and costs when dissolution becomes inevitable
- Administrator mandate in an SRL: remuneration and responsibilities: to clarify the respective powers of management and shareholders, and reduce sources of friction
