Single-Shareholder SRL in Belgium: Key Points and Steps

Key takeaways

• A single-shareholder SRL is no longer a distinct legal form: it is an ordinary SRL with one shareholder.
• No legal minimum capital, but sufficient initial equity and a financial plan remain mandatory.
• The sole shareholder can also act as director, without losing the protection of limited liability.
• Decisions that fall to the general meeting must be recorded in writing, even with a single shareholder.

Many Belgian entrepreneurs starting out alone hesitate between working as a self-employed individual and setting up a company, thinking a company necessarily means having a partner. That is not true: the single-shareholder SRL lets you set up a private limited company with just one shareholder, who can also be its own director. Since the Code of Companies and Associations (CSA), it is not even a separate category anymore: here is what that actually changes and how to go about it.

A single-shareholder SRL is no longer a separate legal form

Before the CSA came into force, Belgian law distinguished the ordinary SPRL (with several shareholders) from the SPRLU, its single-shareholder variant, which had its own specific operating rules. The CSA abolished this distinction: the SRL is one single legal form, whether it has one shareholder or several. An SRL set up by one person and an SRL set up by five people follow exactly the same substantive rules.

What stays the same compared to an ordinary SRL

The sole shareholder's personal assets remain separate from the company's. In principle, her liability is limited to her contribution: the company's creditors cannot pursue her private assets beyond what she contributed, except in the case of clear mismanagement or a personal guarantee given separately.

A single-shareholder SRL requires no legal minimum capital, exactly like any SRL under the CSA. The sole shareholder must nonetheless provide the company with a starting equity suited to the planned activity, contributed in cash and/or in kind. This is checked through the financial plan, mandatory and handed to the notary at incorporation.

What having a single shareholder actually changes

The most concrete practical difference is in governance. In an SRL with several shareholders, the general meeting is a real forum for deliberation and voting between distinct people. In a single-shareholder SRL, the sole shareholder alone exercises the powers assigned to the general meeting: approving the annual accounts, appointing or removing the director, amending the articles of association, decisions on capital.

This combination of powers does not exempt her from the formalities. The sole shareholder must record her decisions in writing in the company's minutes register, exactly as the board of a general meeting with several shareholders would. The written procedure the CSA provides for unanimous decisions taken without a physical meeting (art. 5:85 CSA) naturally fits this case well: a single shareholder signs, and by definition there is no one to object.

1. 1

   Decide alone on the structure and name

   Legal form, company name, corporate purpose and registered office: all these decisions rest with the sole shareholder, with no third party to consult.

2. 2

   Draft the financial plan

   A forecast plan of the company's needs and resources for its first two financial years, mandatory and handed to the notary before the deed.

3. 3

   Gather the starting contribution

   A cash contribution (deposited into an account in the name of the company being formed, certified by the bank) and/or a contribution in kind.

4. 4

   Sign the incorporation deed before a notary

   The deed is drawn up in authentic form. The sole shareholder signs the articles of association alone, before the notary.

5. 5

   Register with the CBE and publish in the Belgian Official Gazette

   The company receives its business number, and an extract of the deed is published in the appendices to the Belgian Official Gazette, which makes it enforceable against third parties.

The sole director: combining shareholder and management

Nothing prevents the sole shareholder from appointing herself as the company's director. This is in fact the most common set-up for an entrepreneur starting out alone. Combining the two roles does not merge them legally: as director, the person binds the company towards third parties and can have her personal liability pursued in the event of mismanagement; as shareholder, she is in principle only liable up to her contribution.

Growing your single-shareholder SRL

A single-shareholder SRL is not set in stone. The sole shareholder can transfer part of her shares to another person, or open a capital increase to a new shareholder: the company then becomes an SRL with several shareholders, with no dissolution or change of legal form, only through the usual formalities of a share transfer or a capital change. The reverse is also true: an SRL with several shareholders that ends up with a single shareholder simply continues to exist under the same form.

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Learn more

• Setting up an SRL in Belgium: the essential steps.
• Our support for setting up an SRL.
• The official SRL factsheet on notaire.be.